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2020-11-03
2020-11-03
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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): November 3, 2020
HOUSTON WIRE & CABLE COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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000-52046
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36-4151663
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(State of Incorporation)
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(Commission File Number)
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(IRS employer identification no.)
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10201 North Loop East
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Houston, TX
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77029
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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: (713)
609-2100
Not Applicable
(Former name or former address, if changed since last report)
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:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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HWCC
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The Nasdaq Stock Market
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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. ☐
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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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On November 3, 2020, the Company’s board of directors appointed Eric W. Davis Vice
President, Chief Financial Officer, Secretary and Treasurer. In this position, Mr. Davis will also be the Company’s principal
accounting officer. Mr. Davis had been serving as interim Chief Financial Officer and chief accounting officer since June 12, 2020.
Mr. Davis, age 59, joined the Company in 1993. Prior to his appointment as interim Chief Financial Officer and chief accounting
officer, he served as President of the Company’s Heavy Lift division since 2015 and as Vice President and Controller of the
Company from 2001 to 2015. Mr. Davis receives an annual base salary of $265,000, has a target annual cash bonus opportunity equal
to 50% of annual base salary, and is entitled to participate in the Company’s benefit plans. In connection with his latest
promotion, Mr. Davis received a one-time award of 55,000 shares of restricted stock under the Company’s 2017 Stock Plan.
One-third of the restricted shares will vest on each of the first, second and third anniversaries of the date of grant, assuming
Mr. Davis remains employed by the Company at the time of vesting.
In connection with his promotion, the Company entered into a letter agreement with Mr.
Davis in which the Company agreed that, if there is a change in control (as defined in the Company’s 2017 Stock Plan), and
within two years following the change in control Mr. Davis’ employment is terminated by the Company (or its successor) for
any reason other than cause, or Mr. Davis terminates his employment for good reason, he will be entitled to a lump sum payment
equal to the sum of one year of his base salary then in effect plus the amount of his annual bonus for the most recently completed
fiscal year. “Cause” and “good reason” are defined in the letter agreement.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
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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HOUSTON WIRE & CABLE COMPANY
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Date: November 5, 2020
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By:
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/s/ James L. Pokluda III
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Name:
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James L. Pokluda III
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Title:
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President and Chief Executive Officer
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Exhibit 10.1
November 4, 2020
Mr. Eric W. Davis
2709 Ruidoso Cir
Deer Park, TX 77536
Dear Eric:
Houston Wire & Cable Company (“HWCC” or the “Company”)
is pleased to confirm your promotion to Chief Financial Officer effective November 3, 2020.
Your annual base salary and target bonus opportunity were increased
in connection with your promotion to Interim Chief Financial Officer in June 2020 and will remain unchanged at $265,000 and 50%
of base salary, respectively. In connection with your new promotion, the Compensation Committee of the Company’s Board of
Directors has approved a one-time award under the Company’s 2017 Stock Plan of 55,000 restricted shares of HWCC common stock,
which will vest ratably over three years.
In addition, the Company agrees to the following severance provisions:
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If there is a change in control of the Company, and within two years following the
change in control your employment is terminated by the Company (or its successor) for other than cause, or you terminate your employment
for good reason, you will be entitled to a lump sum payment equal to the sum of (i) one year of your base salary then in effect
and (ii) one times the amount of the annual bonus paid (or payable, assuming continued employment as of the payment date) to you
for the most recently completed fiscal year. Such payment shall be made within ten days of the termination, provided that if the
bonus amount has not been determined as of that date, it will be paid at the same time bonuses are paid to other Company executives.
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For this purpose, (i) “change in control” has the meaning set forth
in the 2017 Stock Plan as of the date of this letter; (ii) “cause” means (A) your material neglect of your assigned
duties (for other than disability) that continues for 30 days following receipt of written notice from the Board, (B) your commission
of fraud or embezzlement against the Company or its affiliates or the commission of any felony or act involving dishonesty, (C)
a breach of the Company’s Statement of Business Practice, written policy, the Non-Compete Agreement or any non-disclosure
or confidentiality agreement between you and the Company, or (D) your commencement of employment with another company while still
an employee of the Company without the prior consent of the Board; and (iii) “good reason” means (A) the relocation
of the Company’s principal executive offices to outside the Houston, Texas metropolitan area, (B) a material reduction in
your responsibilities, duties, authority, position, title or reporting relationship (other than a reduction or loss resulting from
the Company no longer being publicly owned), or (C) a material reduction in your then current base salary or cash bonus opportunity,
provided that in each case you first give the Company written notice of your basis for a good reason termination and the Company
does not remedy the circumstances within 30 days following receipt of your notice.
We greatly look forward to your continued leadership and
contributions as a member of our team. However, we recognize that you retain the option, as does the Company, of ending your employment
with the Company at any time, with or without notice or cause. As such, your employment with the Company is at-will, the Company
retains the right to modify the terms and conditions of employment, and neither this letter nor any other oral or written representations
may be considered a contract for any specific period of time.
Sincerely,
/s/ James L. Pokluda III
James L. Pokluda III
President & CEO
ACKNOWLEDGED AND AGREED as of
this 5th day of November, 2020
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/s/ Eric W. Davis
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Eric W. Davis
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