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

February 24, 2014

Date of Report (Date of earliest event reported)

 

 

MONOTYPE IMAGING HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33612   20-3289482

(State or Other Jurisdiction

of Incorporation)

  (Commission
File No.)
 

(IRS Employer

Identification No.)

500 Unicorn Park Drive

Woburn, Massachusetts 01801

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 970-6000

 

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 (see General Instruction A.2. below):

 

¨ 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 1.01. Entry into a Material Definitive Agreement

See the description of the Bonus Plan (as defined below) in Item 5.02, which is incorporated into this Item 1.01 by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2014, the Board of Directors (the “ Board ”) of Monotype Imaging Holdings Inc. (the “ Company ”) appointed Gay Warren Gaddis to serve on the Board, effective immediately, as a Class I Director of the Company, to serve in such capacity until the annual meeting of the Company’s stockholders in 2016 or until her earlier resignation, death or removal.

For her services as a director of the Company, Ms. Gaddis will be compensated consistent with the Company’s current compensation arrangements for its non-employee directors described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 16, 2013. Ms. Gaddis was not appointed to any committees of the Company’s Board.

There are no arrangements or understandings between Ms. Gaddis and any other persons pursuant to which she was appointed as a member of the Company’s Board. There are no family relationships between Ms. Gaddis and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. Gaddis and the Company.

A copy of the press release announcing the appointment of Ms. Gaddis to the Company’s Board is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

On February 24, 2014, the Management Development and Compensation Committee of the Company’s Board (the “ Compensation Committee ”) approved the Company’s Executive Incentive Bonus Plan (the “ Bonus Plan ”) and established awards that may be earned under the Bonus Plan by the Company’s named executive officers, and other officers approved by the Compensation Committee for participation in the Bonus Plan (each, a “ Participant ”). A Participant may receive a cash bonus payment under the Bonus Plan based upon the attainment of performance targets that are established by the Board or the Compensation Committee and may relate to financial measures with respect to the Company, as well as individual performance goals (collectively, the “ Performance Goals ”) and a Participant’s overall performance. No cash bonuses under the Bonus Plan shall be paid to Participants unless and until the Board or the Compensation Committee makes a determination with respect to the attainment of the Performance Goals. The Board and the Compensation Committee retain the right to amend, alter or terminate the Bonus Plan at any time. The above description of the Bonus Plan is a summary and is qualified in its entirety by the Bonus Plan itself, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

*    *    *

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

 

Exhibit
No.

  

Description

10.1    Monotype Imaging Holdings Inc. Executive Incentive Bonus Plan
99.1    Press release issued by Monotype Imaging Holdings Inc. on February 26, 2014, furnished herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

 

  MONOTYPE IMAGING HOLDINGS INC.
February 26, 2014   By:  

/s/ Douglas J. Shaw

    Douglas J. Shaw
    President and Chief Executive Officer

Exhibit 10.1

 

LOGO

Executive Incentive Bonus Plan

Purpose

This Executive Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior performance and to motivate eligible executives of Monotype Imaging Holdings Inc. or any of its subsidiaries (the “Company”) toward superior achievement and business results, to tie their goals and interests to those of the Company and its stockholders, and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below). Awards under this Incentive Plan are intended to be Cash-based Awards under Section 10 of the Company’s Amended and Restated 2007 Stock Option and Incentive Plan (“2007 Stock Plan”).

Eligibility

From time to time, the Management Development and Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses under the Incentive Plan.

Administration

The Compensation Committee shall have the sole discretion and authority to administer and interpret the Incentive Plan. Each voting member of the Compensation Committee must qualify as an outside director within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Awards

Targets. On an annual basis, the Compensation Committee will determine a target award for a Covered Executive, which will usually be stated as a percentage of such Covered Executive’s base salary. The Committee may establish certain specified performance goals as threshold goals, which, if not met, will preclude the Participant from receiving any award for the performance period to which such formula or standard applies.

Metrics. On an annual basis and within the first 90 days of the relevant fiscal year, the Compensation Committee will establish performance goals that relate to financial and operational metrics with respect to the Company (the “Corporate Performance Goals”) and which may include any of the following: earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market shares and


number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. Each Corporate Performance Goal shall have a target (100% attainment of the Corporate Performance Goal) and may also have a “minimum” hurdle and/or a “maximum” amount.

The Committee may not exercise discretion to increase a Participant’s payout as determined under the applicable formula or standard for determining payouts for a performance period and as set forth in the Committee’s certification; however, the Committee may, in its sole discretion, reduce a payment under the plan on the basis of corporate and/or specific individual goals or for other reasons

Assessing Performance. Following the completion of each fiscal year, the Compensation Committee shall meet to review and certify in writing whether, and to what extent, the Corporate Performance Goals for the year have been achieved. The Compensation Committee shall then determine the annual bonus payable to each Covered Executive each year in accordance with attainment of the selected Corporate Performance Goals. No bonus shall be paid to a Covered Executive under the Incentive Plan unless and until the Compensation Committee makes such determination. The maximum bonus payable to any Covered Executive for any fiscal year under this Incentive Plan shall not exceed two times the Covered Executive’s base salary for such fiscal year.

Payment. Bonuses awarded for any fiscal year under the Incentive Plan will be made as soon as practicable within 75 days after the end of such fiscal year. The payment of a bonus to a Covered Executive with respect to a fiscal year shall be conditioned upon the Covered Executive’s employment by the Company on the last date of such fiscal year, provided, however, that the Compensation Committee may make exceptions to this requirement in its sole discretion.

Clawback. In the event that there is a subsequent change in the Company’s audited financial statements that impacts whether Corporate Performance Goals were satisfied, Covered Executives will be required to repay to the Company any amount that was paid based solely on the satisfaction of a bonus target that was not, after such change, satisfied. While the Compensation Committee shall have no discretion to determine whether or not the repayment obligations shall be enforced, the final amounts to be repaid by each Covered Executive shall be determined by the Compensation Committee.

Amendment or Termination of the Incentive Plan

The Compensation Committee may amend or terminate the Incentive Plan at any time in its sole discretion.

Section 162(m)

It is intended that bonus payments under the Incentive Plan that are tied to achievement of Corporate Performance Goals qualify as Performance-based Awards under Section 11 of the 2007 Stock Plan, and performance-based compensation within the meaning of Section 162(m) of the Code.

Adopted by the Management Development and Compensation Committee: February 24, 2014

 

2

Exhibit 99.1

Gay Warren Gaddis Joins Monotype Board of Directors

Gaddis is Founder of T3, Largest Independent Advertising Agency Owned by a Woman in the U.S.

WOBURN, Mass., Feb. 26, 2014 – Monotype Imaging Holdings Inc. (Nasdaq: TYPE), a leading provider of typefaces, technology and expertise for creative applications and consumer devices, today announced that Gay Warren Gaddis, founder and chief executive officer of the advertising agency, T3 (The Think Tank), has been appointed to its board of directors.

“We’re very excited to welcome Gay to the board of directors,” said Doug Shaw, president and chief executive officer of Monotype. “She brings a strong combination of brand expertise and an entrepreneurial perspective – qualities that will be of great value to Monotype, particularly as we move forward in helping brands to optimize content and ensure brand integrity in an increasingly digital world.”

Gaddis founded T3 in 1989, and today the company is the largest independent advertising agency owned by a woman in the U.S., with 200 employees and more than $200 million in capitalized billings. Clients include brands such as Allstate, Coca-Cola, JP Morgan Chase, UPS, 7-Eleven, H-E-B and Microsoft. In addition, T3 has been recognized as a pioneer in digital marketing, an early leader in online video and as one of the U.S. leaders in the mobile industry. An active spokesperson and writer, Gaddis is a regular contributor to Forbes Magazine. She has also received several honors, including an award from Fast Company Magazine as one of the Top 25 Women Business Builders. In 2012, she received the Luminary Award for Entrepreneurial Champion from the Committee of 200 (C200).

Gaddis currently serves as the chairperson on C200’s governing board of directors. She is also on the advisory board of Womensphere and is the vice chair of the executive committee of the Texas Business Leadership Council. In addition, she was appointed to the Lower Colorado River Authority by the governor of Texas and served a six-year term. Gaddis began her career as a copywriter with The Richards Group. She then served as public relations director for Baylor University Medical Center; marketing director for Leadership Dynamics, a national management consulting firm; and later became a full partner at an Austin advertising agency, before founding T3. Gaddis holds a bachelor’s degree in fine arts from the University of Texas at Austin.

About Monotype

Monotype is a leading global provider of typefaces, technology and expertise that enable the best user experience and ensure brand integrity. Based in Woburn, Mass., Monotype provides customers worldwide


with typeface solutions for a broad range of creative applications and consumer devices. The company’s libraries and e-commerce sites are home to many of the most widely used typefaces – including the Helvetica ®, Frutiger ® and Univers ® families – as well as the next generation of type designs. Further information is available at www.monotype.com .

Monotype, Helvetica and Frutiger are trademarks of Monotype Imaging Inc. registered in the U.S. Patent and Trademark Office and may be registered in certain jurisdictions. Univers is a trademark of Monotype GmbH registered in the U.S. Patent and Trademark Office and may be registered in certain jurisdictions. All other trademarks are the property of their respective owners. ©2014 Monotype Imaging Holdings Inc. All rights reserved.

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IR contact:

Monotype

Chris Brooks, 781-970-6120

chris.brooks@monotype.com