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): February 29, 2016
VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
|
|
|
|
|
1-5759
|
|
65-0949535
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
4400 Biscayne Boulevard, Miami, Florida
|
|
33137
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers; Compensatory Arrangements of Certain Officers
On February 29, 2016, Vector Group Ltd. (the “Company”) and J. Bryant Kirkland
III, the Vice President, Treasurer and Chief Financial Officer of the Company, entered into a letter agreement (the “Kirkland Amendment”) amending Mr. Kirkland’s Employment Agreement with the Company dated as of January 27,
2006. The amendment increased the amount of annual target bonus opportunity to be received by Mr. Kirkland under the Company’s 2014 Management Incentive Plan from 25% to 33.33% of base salary for years beginning after December 31,
2015. Effective January 1, 2016, Mr. Kirkland’s annual base salary was increased from $425,000 to $500,000.
The foregoing description of the
Kirkland Amendment is qualified in its entirety by reference to the Kirkland Amendment, which is included as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
Exhibit Index
|
10.1
|
Amendment to Employment Agreement, dated as of February 29, 2016, by and between Vector Group Ltd. and J. Bryant Kirkland III.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
VECTOR GROUP LTD.
|
|
|
|
|
By:
|
|
/s/ Richard J. Lampen
|
|
|
|
Richard J. Lampen
|
|
|
|
Executive Vice President
|
Date: March 4, 2016
Exhibit 10.1
February 29, 2016
Mr. James B. Kirkland III
Vector Group Ltd.
4400 Biscayne Blvd
Miami, FL 33137
Dear Bryant:
This letter agreement constitutes
an amendment to the Employment Agreement dated as of January 27, 2006 (the “Agreement”), by and between Vector Group Ltd., a Delaware corporation (together with its successors and assigns, the “Company”), and
J. Bryant Kirkland III (the “Executive”). The Company and Executive wish to amend the Agreement as set forth below. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the
Agreement.
A. The Agreement is amended in the following respects:
Section 3(b) of the Agreement is deleted and replaced by the following:
(b)
Annual Incentive Compensation.
During the Employment Period, the Executive shall be entitled to participate in the
Company’s 2014 Management Incentive Plan (together with any amendments or successor incentive plans thereto, the “Plan”), including any predecessor or successor plan thereto, commencing with the calendar year ending December 31,
2006, and be eligible to receive an annual bonus (“Bonus Amount”) based on a target bonus opportunity of 25% of Base Salary for periods ending before January 1, 2016 and a bonus opportunity of 33.33% of Base Salary for periods
beginning after December 31, 2015. Bonus payments shall be subject to compliance with performance goals determined by the Compensation Committee of the Board in accordance with the Plan.
B. This letter agreement constitutes an amendment to and a modification of the Agreement and shall for all purposes be considered a part
of the Agreement. Except as amended hereby, the Agreement is confirmed and ratified in all respects and shall remain in full force and effect.
James B. Kirkland III
February 29, 2016
Page
2
Please indicate your agreement with the foregoing by countersigning two copies of this letter agreement in
the space provided below and returning one of such copies to us.
|
|
|
|
|
Very truly yours,
|
|
|
|
VECTOR GROUP LTD.
|
|
|
|
|
By:
|
|
/s/ Richard J. Lampen
|
|
|
|
Richard J. Lampen
|
|
|
|
Executive Vice President
|
|
|
|
|
|
The foregoing letter agreement is consented and agreed to as of the date first above written.
|
|
|
|
|
By:
|
|
/s/ James B. Kirkland III
|
|
|
|
James B. Kirkland III
|
|
|
|
Address Redirected
|
|
|
|
|
By:
|
|
/s/ Jeffrey S. Podell
|
|
|
|
Jeffrey S. Podell
|
|
|
|
Chairman of the Compensation Committee
|