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): March 11, 2016

 

 

MOBILE MINI, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-12804   86-0748362

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4646 E. Van Buren Street, Suite 400

Phoenix, Arizona

  85008
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (480) 894-6311

 

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 follow 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 8.01. Other Events.

On March 11, 2016, the Compensation Committee of the Board of Directors of Mobile Mini, Inc. (the “Company”) adopted an Amendment No. 1 (the “Amendment”) to the Company’s Amended and Restated Equity Incentive Plan (the “Plan”), effective as of March 11, 2016. The Amendment provides for a mandated minimum vesting period of one year on at least 95% of the awards the Company grants under the Plan, with the Company retaining the discretion to accelerate vesting earlier upon a participant’s death, disability, or involuntary termination of service, or upon a change in control. Additionally, although the Plan already prohibited repricing of options and stock appreciation rights without stockholder approval, the Amendment clarifies such language to include paying cash upon cancellation of an underwater award as part of a repricing that would require stockholder approval.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1    Amendment No. 1 to the Mobile Mini, Inc. Amended and Restated Equity Incentive Plan (effective as of March 11, 2016).

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.

 

Date: March 14, 2016   MOBILE MINI, INC.
  By:  

/s/ Christopher J. Miner

    Name:   Christopher J. Miner
    Title:   Senior Vice President and General Counsel

EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.1    Amendment No. 1 to the Mobile Mini, Inc. Amended and Restated Equity Incentive Plan (effective as of March 13, 2016).

Exhibit 10.1

AMENDMENT NO. 1

TO THE

MOBILE MINI, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN

WHEREAS , Section 16.1 of the Mobile Mini, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) authorizes the Compensation Committee of the Board of Directors of Mobile Mini, Inc., a Delaware corporation (the “Company”), to amend the Plan at any time; and

WHEREAS , the Committee now finds it desirable and in the best interests of the Company to amend the Plan to impose a one year minimum vesting period on all awards and clarify the Plan’s prohibition on repricing awards without shareholder approval.

NOW , THEREFORE, the Plan is amended, effective as of March 11, 2016, as follows:

1. Section 3.4 is amended and restated to read as follows:

3.4 Authority to Reprice . Except as provided in Section 4.2, the Company may not, without obtaining shareholder approval: (a) amend or modify the terms of any outstanding Option or SAR to reduce the exercise price of such outstanding Option or SAR; (b) cancel, exchange or permit or accept the surrender of any outstanding Option or SAR in exchange for an Option or SAR with an exercise price that is less than the exercise price of the original Option or SAR; or (c) cancel, exchange or permit or accept the surrender of any outstanding Option or SAR in exchange for any other Award, cash or other securities for purposes of repricing such Option or SAR.

2. A new Section 4.3 is added as follows:

4.3 Minimum Vesting . Except with respect to five percent (5%) of the maximum aggregate number of shares of Stock that may be issued under the Plan, as provided in Section 4.1, no Award shall vest earlier than one year following the date of grant of such Award; provided, however, that such limitation shall not preclude the acceleration of vesting of such Award upon the death, disability, involuntary termination of service of the Participant or in connection with a Change of Control, as determined by the Committee in its discretion.

IN WITNESS WHEREOF , the Company has caused this Amendment to be executed by its duly authorized officers this 11 th day of March, 2016.

 

ATTEST:       MOBILE MINI, INC.
By:  

/s/ Shirley Pullen

        By:  

/s/ Christopher J. Miner

  Shirley Pullen           Christopher J. Miner
  Assistant Secretary           Secretary