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 16, 2017
Manitowoc Foodservice, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Delaware
|
|
1-37548
|
|
47-4625716
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
2227 Welbilt Boulevard, New Port Richey, Florida 34655
(Address of principal executive offices, including ZIP code)
(727)
375-7010
(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:
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
|
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 C.F.R.
§240.14a-12)
|
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 C.F.R.
§240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 C.F.R.
§240.13e-4(c))
|
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On February 16, 2017, John O. Stewart, the Senior Vice President and Chief Financial Officer of Manitowoc Foodservice, Inc. (the
“Company”), notified the Company of his intent to retire, effective as of April 28, 2017 (the “Retirement Date”). In connection with his retirement, Mr. Stewart and the Company, as approved by the Company’s
Compensation Committee, entered into an amendment, dated February 20, 2017 (the “Amendment”), to the Employment Agreement, dated November 7, 2016, by and between the Company and Mr. Stewart (the “Employment
Agreement”).
The Amendment provides that the Employment Agreement will remain in effect and Mr. Stewart’s retirement will
be considered a termination of employment without “Cause” under the Employment Agreement, if Mr. Stewart remains employed by the Company in good standing through the Retirement Date. Pursuant to the Amendment, if Mr. Stewart
remains employed in good standing through the Retirement Date,
one-third
of his performance shares and stock options granted in 2017 will become vested (at the target level, in the case of the performance
shares) upon the Retirement Date. The remaining equity awards granted in 2017 will be forfeited upon the Retirement Date.
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, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference. The Company’s press release announcing Mr. Stewart’s retirement is filed as Exhibit 99.1 to this Current Report on Form
8-K.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
|
(d)
|
Exhibits
. The following exhibit is being filed herewith:
|
|
|
|
|
|
|
|
|
(10.1)
|
|
Amendment, dated February 20, 2017, to the Employment Agreement, dated November 7, 2016, by and between Manitowoc Foodservice, Inc. and John O. Stewart.
|
|
|
|
|
(99.1)
|
|
Manitowoc Foodservice, Inc. press release, dated February 21, 2017.
|
-2-
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
MANITOWOC FOODSERVICE, INC.
|
|
|
|
|
|
|
Date: February 21, 2017
|
|
|
|
By:
|
|
/s/ Joel H. Horn
|
|
|
|
|
|
|
|
Joel H. Horn
|
|
|
|
|
|
|
|
Senior Vice President, General Counsel and Secretary
|
-3-
MANITOWOC FOODSERVICE, INC.
EXHIBIT INDEX
TO
FORM
8-K
CURRENT REPORT
Dated as of February 16, 2017
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
(10.1)
|
|
Amendment, dated February 20, 2017, to the Employment Agreement, dated November 7, 2016, by and between Manitowoc Foodservice, Inc. and John O. Stewart.
|
|
|
|
|
(99.1)
|
|
Manitowoc Foodservice, Inc. press release, dated February 21, 2017.
|
-4-
Exhibit 10.1
February 20, 2017
John
O. Stewart
Senior Vice President and Chief Financial Officer
Manitowoc Foodservice, Inc.
2227 Welbilt Boulevard
New Port Richey, FL 34655
|
Re:
|
Amendment to Employment Agreement
|
Dear John:
This letter will serve as an amendment to your Employment Agreement, dated November 7, 2016 (your “Employment Agreement”), with Manitowoc
Foodservice, Inc. (the “Company”). As we have discussed, we wish to set forth the terms of your anticipated retirement during the first half of 2017 and its effect on your Employment Agreement.
If you remain employed by the Company in good standing through April 28, 2017 (the “Retirement Date”), then your Employment Agreement will
remain in effect until the Retirement Date and your retirement on the Retirement Date will be deemed a termination of your employment by the Company without “Cause” on such date for purposes of Sections 2.4, 2.7 and 4.2 of your Employment
Agreement. As a result of such termination of your employment, you will be entitled to receive the Severance Payment (as defined in Section 2.4(a) of your Employment Agreement), subject to the requirements of Sections 2.4(a), (b) and (c) of
your Employment Agreement; the COBRA benefits described in Section 2.7; and the full vesting of your outstanding equity awards made prior to 2017 described in Section 4.2 (at the target level for any performance-based awards).
If you remain employed in good standing through the Retirement Date, then, in addition to the benefits described above,
one-third
of your performance shares and stock options granted in 2017 will become vested (at the target level, in the case of the performance shares) upon the Retirement Date. The remaining equity awards
granted to you in 2017 that have not vested by the Retirement Date, if any, will be forfeited upon the Retirement Date.
Except as specifically amended by
this letter, your Employment Agreement remains in full force and effect. The execution, delivery and effectiveness of this amendment shall not operate as a waiver of any right, power or remedy of either party under your Employment Agreement.
If you agree to the amendment to your Employment Agreement described above, please sign and date this letter where indicated below and return a signed copy to
Joel Horn by February 21,
2017. This amendment may be executed by facsimile or electronically transmitted signature pages and in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
|
|
|
|
|
Sincerely,
|
|
|
|
MANITOWOC FOODSERVICE, INC.
|
|
|
|
|
By:
|
|
/s/ Hubertus M. Muehlhaeuser
|
|
|
|
Hubertus M. Muehlhaeuser
|
|
|
|
President and Chief Executive Officer
|
Acknowledged and agreed as of the date written below:
|
|
|
|
|
|
|
/s/ John O. Stewart
|
|
|
|
Date:
2/20/17
|
|
John O. Stewart
|
|
|
|
|
2
Exhibit 99.1
News Release
MANITOWOC FOODSERVICE/WELBILT ANNOUNCES RETIREMENT OF CHIEF FINANCIAL OFFICER
John Stewart to retire by end of April. Company initiates search for successor.
New Port Richey, FL.
– February 21, 2017 – Manitowoc Foodservice, Inc. (NYSE: MFS), which is changing its name to Welbilt, Inc.
effective March 6
th
, announced today John O. Stewart, Senior Vice President and Chief Financial Officer will retire by the end of April 2017. Stewart, 58, joined MFS/Welbilt in 2015 when it
was a subsidiary of the Manitowoc Company to oversee the spin-off from the former parent.
“John and I have decided that with the spin-off
successfully completed and the groundwork laid for the next stage of our journey, now is the right time for John to retire from MFS/Welbilt,” said Hubertus Muehlhaeuser, Manitowoc Foodservice/Welbilt’s President and CEO. “John was
instrumental to our successful spin-off. He has built a fantastic team and his leadership has been an invaluable help to me as we raised our debt, communicated our story to investors and dealt with all the challenges of being a new public
company.”
The company has initiated a search for John’s successor and will consider both internal and external candidates.
“I am pleased that John has agreed to stay on until the end of April to assist in the search for his replacement and ensure a smooth transition. I’d
like to thank John for all of his efforts to get us through the spin-off and through the challenges of our first year as a standalone public company. I wish him well in his future endeavors,” concluded Muehlhaeuser.
About Manitowoc Foodservice, Inc./Welbilt, Inc.
Manitowoc Foodservice, Inc./Welbilt, Inc. provides the world’s top chefs and premier chain operators or growing independents with industry-leading
equipment and solutions. Our innovative products and solutions are powered by our deep knowledge, operator insights, and culinary expertise. We offer fully-integrated kitchen systems and our products are backed by KitchenCare
®
– our aftermarket, repair, and parts service. Headquartered in the Tampa Bay area, Florida, and operating 17 manufacturing facilities throughout the Americas, Europe and Asia, the company
sells through a global network of over 3,000 distributors and dealers in over 100 countries. The company has approximately 5,500 employees and generated sales of $1.46 billion in 2016. Its portfolio of award-winning brands includes Cleveland™,
Convotherm
®
, Delfield
®
, fitkitchen
SM
, Frymaster
®
, Garland
®
, Kolpak
®
, Lincoln™, Manitowoc
®
Ice, Merco
®
, Merrychef
®
and
Multiplex
®
. For more information, visit
www.welbilt.com
.
For more information,
contact:
Rich Sheffer
Vice President of Investor
Relations and Treasurer
Manitowoc Foodservice, Inc./Welbilt, Inc.
+1 (727) 853-3079
Richard.sheffer@welbilt.com
###