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): December 5, 2018

Zayo Group Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

 

001-36690

 

26-1398293

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No.)

1821 30th Street, Unit A, Boulder, CO 80301

(Address of Principal Executive Offices)

(303) 381-4683

(Registrant's Telephone Number, Including Area Code)

Zayo Group, LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware

 

333-169979

 

26-2012549

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No.)

1821 30th Street, Unit A, Boulder, CO 80301

(Address of Principal Executive Offices)

(303) 381-4683

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K 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 December 5, 2018, Zayo Group, LLC (“ZGL”) entered into an amendment of employment agreement (the "Amendment") with Matt Steinfort, the Chief Financial Officer of ZGL and Zayo Group Holdings, Inc. (“ZGH” and, together with ZGL, the “Company”), to effect certain amendments to Mr. Steinfort’s Amended and Restated Employment Agreement dated October 23, 2018 (the "Employment Agreement"). The Amendment amends the Employment Agreement to eliminate all of Mr. Steinfort’s incentive cash bonus compensation (totaling an annual target of $300,000) and increasing Mr. Steinfort’s total annual restricted stock unit target from $3,460,000 to $4,260,000.  Except as described above, the terms of the Employment Agreement have not otherwise been materially amended.

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

Item 9.01.        Financial Statements and Exhibits

(a) Exhibits.  The following exhibit is filed with this Form 8‑K:

 

 

 

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.

 

Zayo Group Holdings, Inc.

 

 

 

By:

/s/ Matt Steinfort

 

Name:  Matt Steinfort

 

Title:    Chief Financial Officer

DATED:  December 7, 2018

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.

 

Zayo Group, LLC

 

 

 

By:

/s/ Matt Steinfort

 

Name:  Matt Steinfort

 

Title:    Chief Financial Officer

DATED:  December 7, 2018

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This First Amendment to Amended and Restated Employment Agreement (this “ Amendment ”) is made and entered into effective December 5, 2018 (the “ Amendment Effective Date ”), by and between Zayo Group, LLC, a Delaware limited liability company (the “ Company ”) and Matt Steinfort (“ Executive ”). Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Employment Agreement (defined below).

WHEREAS, the Company and the Executive are party to that certain Amended and Restated Employment Agreement dated October 23, 2018 (the “ Employment Agreement ”); and

WHEREAS, the Company and the Executive desire to amend certain portions of the Employment Agreement in the manner reflected herein;

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree that the Employment Agreement is amended as follows:

1.

Section 3(c) of the Employment Agreement (“ Incentive Cash Compensation ”) shall be deleted in its entirety.

2.

Section 4 of the Employment Agreement shall be replaced in its entirety with the following:

“ Equity Compensation Awards .  During the Term, the Executive will be eligible to participate in the Company’s equity incentive compensation plan as in effect from time to time (the “ RSU Plan ”).  Beginning on the Commencement Date and continuing throughout the Term, the Executive shall be eligible for awards under the RSU Plan with the aggregate annual target value of such awards equal to $4,260,000 (with an annual Part A RSU target award value of $2,130,000 and an annual Part B RSU target award value of $2,130,000), which will be granted pursuant to the terms of the RSU Plan as in effect from time to time and such other terms and conditions as determined by the Board or the compensation committee thereof (the “ Compensation Committee ”) in its sole discretion.  Any awards to the Executive under the RSU Plan shall be evidenced by and subject to the terms and conditions of the Company’s standard forms of award agreement applicable generally to the senior leadership team of the Company as in effect from time to time, and as modified to conform to the terms and conditions this Agreement.  The specific structures of the Part A and Part B RSU awards are approved by the Compensation Committee and are modified from time to time.”

3.

This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.

 

4.

All terms and provisions of the Employment Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the Amendment Effective Date, all references to the term “ Agreement ” in the Employment Agreement shall include the terms contained in this Amendment.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have hereunto set their hands under seal, effective as of the Effective Date.

 

 

 

 

Executive

 

 

 

/s/ Matt Steinfort

 

Matt Steinfort

 

 

Zayo Group, LLC

 

 

 

By:

/s/ Dan Caruso

 

       Name:  Dan Caruso

 

       Title:    Chief Executive Officer