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
August 30, 2018
Date of Report (Date of earliest event reported)
DASEKE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37509
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47-3913221
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15455 Dallas Parkway, Suite 550
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75001 |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (972) 248-0412 |
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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 August 30, 2018, Daseke, Inc. (the “Company”) and Don R. Daseke, the Company’s Chairman and Chief Executive Officer and its principal executive officer, entered in to an amendment (the “Daseke Amendment”) to Mr. Daseke’s Employment Agreement dated February 27, 2017. Pursuant to the Daseke Amendment, the term of Mr. Daseke’s employment agreement, which was previously scheduled to expire on February 22, 2022, was extended through June 30, 2023. The foregoing description of the Daseke Amendment is qualified in its entirety by reference to the text of the amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Also on August 30, 2018, the Company and R. Scott Wheeler, the Company’s President and Chief Financial Officer and its principal financial officer, entered in to an amendment (the “Wheeler Amendment”) to Mr. Wheeler’s Employment Agreement dated February 27, 2017. Pursuant to the Wheeler Amendment, the target value of Mr. Wheeler’s discretionary annual bonus was increased from a minimum of $150,000 to $350,000. Additionally, the term of Mr. Wheeler’s employment agreement, which was previously scheduled to expire on February 22, 2022, was extended through June 30, 2023. The foregoing description of the Wheeler Amendment is qualified in its entirety by reference to the text of the amendment, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
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DASEKE, INC. |
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August 30, 2018 |
By: |
/s/ Angie J. Moss |
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Name: |
Angie J. Moss |
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Title: |
Senior Vice President, Chief Accounting Officer, Corporate Controller and Assistant Secretary |
Exhibit 10.1
AMENDMENT TO THE EMPLOYMENT AGREEMENT
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “ Amendment ”), effective August 30, 2018, by and between Daseke, Inc. a Delaware corporation (the “ Company ”) and Don R. Daseke (“ Employee ”) amends the Employment Agreement (“ Agreement ”) dated February 27, 2017.
RECITALS
WHEREAS, Company and Employee desire to amend the Agreement in certain respects and have entered into this Amendment for that purpose; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Employee agree as follows:
AMENDMENT
1. Incorporation of Recitals . The recitals set forth above are incorporated by reference herein, as though fully set forth at length.
2. Incorporation of Guaranty . The terms of the Agreement are incorporated by reference herein, as though fully set forth at length. This Amendment shall be a part of the Agreement and incorporated by reference therein.
3. Amendment to Section 4 of the Agreement . Section 4 of the Agreement shall be deleted in its entirety and replaced with the following:
The initial term of Employee’s employment ends on June 30, 2023 (the “ Initial Term ”). On June 30, 2023, and on each subsequent anniversary thereafter, the term of Employee’s employment under this Agreement shall automatically renew and extend for a period of twelve (12) months (each such 12-month period being a “ Renewal Term ”) unless written notice of non-renewal is delivered by either party to the other not less than sixty (60) days prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement, Employee’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 5 . The period from the Effective Date through the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “ Employment Period. ”
4. No Other Modifications . Except as expressly amended pursuant to the terms of this Amendment, the Agreement has not been amended in any other respect.
{Signature Page To Follow}
IN WITNESS WHEREOF, Company and Employee have executed this Amendment effective as of the date first above written.
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EMPLOYEE |
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By: |
/s/ Don R. Daseke |
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Don R. Daseke |
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DASEKE, INC. |
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By: |
/s/ R. Scott Wheeler |
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Name: |
R. Scott Wheeler |
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Title: |
President |
Exhibit 10.2
AMENDMENT TO THE EMPLOYMENT AGREEMENT
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “ Amendment ”), effective August 30, 2018, by and between Daseke, Inc. a Delaware corporation (the “ Company ”) and R. Scott Wheeler (“ Employee ”) amends the Employment Agreement (“ Agreement ”) dated February 27, 2017.
RECITALS
WHEREAS, Company and Employee desire to amend the Agreement in certain respects and have entered into this Amendment for that purpose; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Employee agree as follows:
AMENDMENT
1. Incorporation of Recitals . The recitals set forth above are incorporated by reference herein, as though fully set forth at length.
2. Incorporation of Guaranty . The terms of the Agreement are incorporated by reference herein, as though fully set forth at length. This Amendment shall be a part of the Agreement and incorporated by reference therein.
3. Amendment to Section 3(b) of the Agreement . Section 3(b) of the Agreement shall be deleted in its entirety and replaced with the following:
Employee shall be eligible for discretionary bonus compensation for each complete calendar year that Employee is employed by the Company hereunder (the “ Annual Bonus ”) (which, for purposes of clarity will include calendar year 2017). Each Annual Bonus shall have a target value that is not less than $350,000. The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Compensation Committee annually, in its sole discretion. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Compensation Committee certifies whether the applicable performance targets for the applicable calendar year to which such Annual Bonus relates (the “ Bonus Year ”) have been achieved, but in no event later than March 15 following the end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus, if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus is paid
4. Amendment to Section 4 of the Agreement . Section 4 of the Agreement shall be deleted in its entirety and replaced with the following:
The initial term of Employee’s employment shall end on June 30, 2023 (the “ Initial Term ”). On June 30, 2023, and on each subsequent anniversary thereafter, the term of Employee’s employment under this Agreement shall automatically renew and extend for a period of twelve (12) months (each such 12-month period being a “ Renewal Term ”) unless written notice of non-renewal is delivered by either party to the other not less than sixty (60) days prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement, Employee’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 5 . The period from the Effective Date through the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “ Employment Period. ”
5. No Other Modifications . Except as expressly amended pursuant to the terms of this Amendment, the Agreement has not been amended in any other respect.
{Signature Page To Follow}
IN WITNESS WHEREOF, Company and Employee have executed this Amendment effective as of the date first above written.
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EMPLOYEE |
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By: |
/s/ R. Scott Wheeler |
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R. Scott Wheeler |
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DASEKE, INC. |
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By: |
/s/ Don R. Daseke |
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Name: |
Don R. Daseke |
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Title: |
Chief Executive Officer |