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Delaware
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001-32172
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03-0450326
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(State or other jurisdiction of
incorporation) |
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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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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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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1.
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The Adjusted Earnings Per Share performance hurdle for the PRSUs was increased from $2.50 to $2.75;
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2.
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The Phantom PRSUs were made subject to performance hurdles based on Adjusted Cash Flow Per Share (as defined below) of $2.93 for 2016, $3.96 for 2017, $5.38 for 2018, and $6.39 for 2019 (subject to adjustment based on certain factors as may be determined by the Compensation Committee);
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3.
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Upon a termination of employment of a Named Executive Officer by the Company without Cause or by a Named Executive Officer for Good Reason (as defined in the PRSU agreements), no PRSUs would be earned unless the performance hurdles were achieved (prior to the February 11, 2016 modification, the PRSUs vested on a pro rata basis upon a termination of employment without Cause or for Good Reason, without regard to the satisfaction of the performance hurdles);
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4.
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The Named Executive Officers agreed to extend the lock-up of all shares acquired pursuant to compensatory equity grants for two years until September 2, 2018 (previously such shares were locked up until September 2, 2016);
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5.
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The Named Executive Officers agreed to reduce their severance benefits upon a termination without Cause from one year of base salary (or two years in the case of Bradley Jacobs and John Hardig) to six months of base salary;
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6.
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The Named Executive Officers agreed to substantially broader, longer and stronger noncompetition and other restrictive covenants; and
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7.
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The Named Executive Officers agreed that, upon a termination of employment for any reason (other than by reason of death), whether with or without Cause, during the two years immediately following the payment date, a substantial portion of the 2015 cash bonus (up to $1,400,000 in the case of Bradley Jacobs, $1,100,000 in the case of Troy Cooper and $1,000,000 in the case of each of John Hardig, Gordon Devens and Scott Malat) must be reimbursed to the Company.
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Exhibit
No. |
Exhibit Description
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10.1
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Form of Amendment to PRSU Agreements, dated March 7, 2016
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Dated March 7, 2016
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XPO LOGISTICS, INC.
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By:
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/s/ Gordon E. Devens
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Gordon E. Devens
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Chief Legal Officer
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Exhibit
No. |
Exhibit Description
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10.1
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Form of Amendment to PRSU Agreements, dated March 7, 2016
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1.
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The definition of “Determination Date” set forth in Section 2 of the Agreements shall be amended and restated to read in its entirety as follows:
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2.
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Section 3(d)(iii) of Agreements shall be amended to read in its entirety as follows:
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3.
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Exhibit A
of the Agreements shall be amended to read in its entirety as follows:
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•
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The Performance Goal shall be achieved if (i) the price of a Share, as reported on the New York Stock Exchange or such other exchange upon which the Shares trade, trades at or above $60 for twenty consecutive trading days during the Performance Evaluation Period and (ii) Adjusted Earnings Per Share of at least $2.75 is achieved for 2017.
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If the Performance Goal is not achieved pursuant to the immediately preceding bullet, the Performance Goal shall nonetheless be achieved if (i) the price of a Share, as reported on the New York Stock Exchange or such other exchange upon which the Shares trade, trades at or above $86 for twenty consecutive trading days prior to September 2, 2020 and (ii) Adjusted Earnings Per Share of at least $4.30 is achieved for 2019.
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“
Adjusted Earnings Per Share
” shall mean (i) net income available to common shareholders, including preferred interest holders
(adjusted for non-recurring items as applied to Adjusted EBITDA in monthly operating reports and external reporting and the impact of stock and phantom stock compensation
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, plus tax effected
depreciation and amortization less
tax effected
capital expenditures divided by (ii) diluted shares outstanding.
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“
Performance Evaluation Period
” shall mean the period commencing on January 1, 2016 and ending on April 2, 2018.”
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