UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): January 26, 2018
TOWER INTERNATIONAL, INC.
(Exact Name of Registrant as Specified
in its Charter)
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Delaware
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001-34903
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27-3679414
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(State or Other
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(Commission
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(IRS Employer
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Jurisdiction of Incorporation)
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File Number)
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Identification No.)
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17672 Laurel Park Drive North, Suite 400E, Livonia, Michigan
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48152
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (248) 675-6000
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26,
2018, our Compensation Committee approved an increase in the annual long term incentive (LTI) award that James C. Gouin, our Chief
Executive Officer, and Jeffrey Kersten, our Chief Financial Officer will be eligible for under our 2010 Equity Incentive Plan (or
any successor plan) effective for fiscal years beginning on and after January 1, 2018. As a result of these changes, Mr. Gouin
will be eligible for an annual LTI award having a target gross amount of 375% of his annual base salary (increased from 250% of
annual base salary), and Mr. Kersten will be eligible for an annual LTI award having a target gross amount of 150% of his annual
base salary (increased from 100% of annual base salary).
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
10.1 Letter agreement dated January 30, 2018 between Tower Automotive Operations USA I, LLC and James C. Gouin.
10.2 Letter agreement dated January 30, 2018 between Tower Automotive Operations USA I, LLC and Jeffrey Kersten.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TOWER INTERNATIONAL, INC.
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By:
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/s/Jeffrey Kersten
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Name:
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Jeffrey Kersten
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Title:
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Chief Financial Officer
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Dated: February 1, 2018
EXHIBIT INDEX
10.1 Letter agreement dated January 30, 2018 between Tower Automotive Operations USA I, LLC and James C. Gouin.
10.2 Letter agreement dated January 30, 2018 between Tower Automotive Operations USA I, LLC and Jeffrey Kersten.
Exhibit 10.1
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17672 Laurel Park Drive N, Suite 400E
Livonia, Michigan 48152-3984
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January 30, 2018
James C. Gouin
17672 N. Laurel Park Drive, Ste. 400E
Livonia, MI 48152
Re: Amendment to Employment Agreement With Respect to LTI Awards
Dear Jim,
Reference is made to the Second Amended
and Restated Employment Agreement, dated as of August 31, 2016, between you and Tower Automotive Operations USA I, LLC (the “Employment
Agreement”).
This is to confirm that, effective for
fiscal years during the “Term” (as defined in the Employment Agreement) beginning on and after March 6, 2018, “three
hundred seventy-five percent (375%)” shall be substituted for “two hundred fifty percent (250%)” where the latter
appears in Section 4.3 of the Employment Agreement.
Except as provided by this letter, the
provisions of the Employment Agreement shall remain in full force and effect.
Please acknowledge your agreement with
the foregoing by countersigning this letter below and returning it to me.
Regards,
/s/ Mark Flynn
Mark Flynn
Sr. Vice President Global Human Resources
Acknowledged and agreed:
/s/ James C. Gouin
James C. Gouin
Exhibit 10.2
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17672 Laurel Park Drive N, Suite 400E
Livonia, Michigan 48152-3984
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January 30, 2018
Jeffrey Kersten
17672 N. Laurel Park Drive, Ste. 400E
Livonia, MI 48152
Re: Amendment to Employment Agreement With Respect to LTI Awards
Dear Jeff,
Reference is made to the Second Amended
and Restated Employment Agreement, dated as of August 31, 2016, between you and Tower Automotive Operations USA I, LLC (the “Employment
Agreement”).
This is to confirm that, effective for
fiscal years during the “Term” (as defined in the Employment Agreement) beginning on and after March 6, 2018, “one
hundred fifty percent (150%)” shall be substituted for “one hundred percent (100%)” where the latter appears
in Section 4.3 of the Employment Agreement.
Except as provided by this letter, the
provisions of the Employment Agreement shall remain in full force and effect.
Please acknowledge your agreement with
the foregoing by countersigning this letter below and returning it to me.
Regards,
/s/ Mark Flynn
Mark Flynn
Sr. Vice President Global Human Resources
Acknowledged and agreed:
/s/ Jeffrey L. Kersten
Jeffrey L. Kersten