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): April 10, 2018
Donnelley Financial Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37728 | 36-4829638 | |
| (Commission File Number) | (IRS Employer Identification No.) |
|
35 West Wacker Drive, Chicago, Illinois |
60601 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(844) 866-4337
(Registrant’s Telephone Number, Including Area Code)
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 10, 2018, Donnelley Financial Solutions, Inc. (the “Company”) entered into a side letter agreement (the “Letter Agreement”) with Daniel N. Leib, the Company’s Chief Executive Officer and President and a Director of the Company, to amend Mr. Leib’s Amended and Restated Employment Agreement, dated as of July 11, 2017 (the “Employment Agreement”). The Letter Agreement provides that if Mr. Leib is terminated due to a Qualifying Termination (as defined in the Employment Agreement), then from and after the effective date of such Qualifying Termination, any options granted to him on or prior to December 31, 2019 that are or become exercisable upon such Qualifying Termination shall remain outstanding and be exercisable for the full term of such option, notwithstanding anything to the contrary contained in any applicable award agreement for any outstanding or future award of stock options granted to Mr. Leib by the Company on or prior to December 31, 2019.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| 10.1 | Letter Agreement to Employment Agreement with Daniel N. Leib, dated as of April 10, 2018 |
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.
| DONNELLEY FINANCIAL SOLUTIONS, INC. | ||||||
| Date: April 16, 2018 | By: | /s/ Jennifer B. Reiners | ||||
| Jennifer B. Reiners | ||||||
| Executive Vice President, General Counsel | ||||||
Exhibit 10.1
April 10, 2018
Daniel N. Leib
[Address]
Re: Side Letter to the Employment Agreement
Dear Dan:
The purpose of this side letter is to amend the employment agreement, by and between you and Donnelley Financial Solutions, Inc. (the “ Company ”), dated as of July 11, 2017 (the “ Employment Agreement ”), pursuant to Section 6(g) of the Employment Agreement. All capitalized terms used but not defined in this side letter to the Employment Agreement (the “ Letter ”) shall have the meanings assigned to such terms in the Employment Agreement. The terms of this Letter are as follows:
| 1. | A new Section 4(f)(i)(6) is hereby added to the Employment Agreement as follows: “Notwithstanding anything to the contrary contained in any applicable award agreement for any outstanding or future award of stock options granted to you by the Company, if you are terminated due to a Qualifying Termination (regardless of whether in connection with a CIC Termination Period), then from and after the effective date of such Qualifying Termination, any options that are or become exercisable upon such Qualifying Termination shall remain outstanding and be exercisable for the full term of such option.” |
If the foregoing terms and conditions are acceptable and agreed to by you, please sign on the line provided below to signify such acceptance and agreement and return the executed copy to the Chief Human Resources Officer.
Very truly yours,
Donnelley Financial Solutions, Inc.
| By: | /s/ Diane Bielawski | |
| Diane Bielawski | ||
| Chief Human Resources Officer |
ACCEPTED AND AGREED to this 10th day of April, 2018.
| /s/ Daniel Leib |
| Daniel N. Leib |