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): July 1, 2013
Mattersight Corporation
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
0-27975 | 36-4304577 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 200 S. Wacker Drive, Suite 820, Chicago, Illinois | 60606 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 235-6925
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)) |
Item 5.02(e). Compensatory Arrangements with Certain Officers.
Effective July 1, 2013, Mattersight Corporation entered into an amendment (the “Amendment”) to its executive employment agreement with David R. Gustafson, its Vice President of Marketing and Product Management (the “Agreement”), in connection with Mr. Gustafson’s promotion to Executive Vice President of Products and Marketing. The Amendment revises the material components of Mr. Gustafson’s compensation package under the Agreement as follows: (a) his annual base salary is increased from $230,000 to $275,000, less standard payroll deductions and withholdings; and (b) his target annual bonus is increased from $180,000 to $275,000. The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
Description |
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| 10.1 | First Amendment to Executive Employment Agreement, dated July 1, 2013, between David R. Gustafson and Mattersight Corporation. | |
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.
| MATTERSIGHT CORPORATION | ||||||
| Date: July 3, 2013 | By: | /s/ M ARK I SERLOTH | ||||
| Mark Iserloth | ||||||
| Vice President and Chief Financial Officer | ||||||
EXHIBIT 10.1
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of this 1 st day of July 2013, by and between Mattersight Corporation, a Delaware Corporation (“Mattersight”) and David R. Gustafson, a resident of the State of Illinois (the “Employee”).
A. Mattersight and Employee are parties to that certain Executive Employment Agreement, dated as of May 23, 2012 (the “Agreement”), setting forth the terms and conditions of Employee’s employment with Mattersight.
B. The parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
2. The first sentence of Section 1, Duties, is hereby deleted in its entirety and replaced with the following:
“The Company shall employ Employee as its Executive Vice President of Products and Marketing, reporting directly to the Company’s President and Chief Executive Officer, and Employee accepts such employment upon the terms and conditions herein.”
3. The first sentence of Section 3, Salary, is hereby deleted in its entirety and replaced with the following:
“For services rendered hereunder, the Company shall pay Employee a base salary at the per annum rate of $275,000, less standard payroll deductions and withholdings, and payable in accordance with the Company’s regular payroll schedule.”
4. The second sentence of Section 4, Bonus, is hereby deleted in its entirety and replaced with the following:
“Subject to and in accordance with the terms and conditions of such plan and this paragraph, upon achievement of all bonus-related goals and objectives set by the Board of Directors and/or the Chief Executive Officer for the Company and for Employee (the “Bonus Objectives”), Employee shall receive a cash bonus equal to or greater than $275,000 (“Target Bonus”), less standard payroll deductions and withholding as are applicable to similarly situated employees.”
5. The Agreement shall remain unmodified other than as expressly set forth herein and, as so modified, shall remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, Employee and the duly authorized officer of Mattersight have executed this Amendment as of the date set forth above.
| Mattersight Corporation (“Company”) | David R. Gustafson (“Employee”) | |||||||
| By: | /s/ Mark Iserloth | /s/ David R. Gustafson | ||||||
| Title: | Vice President and Chief Financial Officer | |||||||