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 16, 2020
BSQUARE CORPORATION
(Exact name of Registrant as specified in its charter)
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Washington |
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000-27687 |
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91-1650880 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
110 110th Ave NE, Suite 300
Bellevue, WA 98004
425-519-5900
(Address and Telephone Number of Registrant’s Principal Executive Offices)
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 (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, no par value |
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BSQR |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
BSQUARE Corporation Executive Bonus Plan
On March 16, 2020, upon the recommendation of its Compensation Committee (the “Committee”), the board of directors (the “Board”) of BSQUARE Corporation (the “Company”) adopted the BSQUARE Corporation Executive Bonus Plan (the “Bonus Plan”). The Bonus Plan is intended to formalize the Company’s historical practice of awarding annual bonuses to certain key executives of the Company (the “Covered Executives”) based on achievement of specified performance goals. The Board designated the Committee as the administrator of the Bonus Plan (the “Administrator”). The Administrator has the sole discretion and authority to interpret, make all determinations under, and administer the Bonus Plan.
For any annual or other performance period (the “Performance Period”), the Administrator may establish performance goals that relate to financial, operational or other performance of the Company, to individual performance objectives of the Covered Executive or to any other performance goal established by the Administrator in connection with a potential bonus payment (the “Performance Goals”). Following completion of any Performance Period, the amounts payable to each Covered Executive under the Bonus Plan will be based entirely on the determination of the Administrator regarding the level of achievement of the Performance Goals. The Administrator has authority to revise or refine the Performance Goals in its discretion.
Pursuant to the Bonus Plan, the Administrator established Performance Goals for 2020 relating to segment revenues and contribution margin and working capital levels.
The foregoing description of the terms of the Bonus Plan is qualified in its entirety by reference to the Bonus Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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10.1 |
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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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BSQUARE CORPORATION |
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Date: March 20, 2020 |
By: |
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/s/ Christopher Wheaton |
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Christopher Wheaton |
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Chief Financial Officer, Secretary and Treasurer |
Exhibit 10.1
BSQUARE CORPORATION
EXECUTIVE BONUS PLAN
1.Purpose
This Executive Bonus Plan (this “Bonus Plan”) is intended to provide an incentive for superior work and to motivate eligible executive officers of BSQUARE Corporation (the “Company”) and its subsidiaries toward strong achievement and business results, to tie their goals and interests to those of the Company and its shareholders and to enable the Company to attract and retain highly qualified executives.
2.Administration
(a)General.Subject to applicable law and regulation, the Board of Directors of the Company (the “Board”), or a committee of the Board (the “Committee”) so designated by the Board, shall have the sole discretion and authority to administer and interpret this Bonus Plan (the Board or such Committee, as applicable, the “Administrator”).
(b)Discretionary Authority.Subject to the express limitations of the Plan, the Administrator shall have authority in its sole discretion to determine the time or times at which bonus payments are made, the selection of Covered Executives, the determination of Performance Goals (as defined below), form of payment, and all other terms of the bonus payment. The Administrator shall have discretionary authority to interpret this Bonus Plan, to make all factual determinations under this Bonus Plan, and to make all other determinations necessary or advisable for the administration of this Bonus Plan. All interpretations, determinations, and actions, by the Administrator shall be final, conclusive, and binding upon all parties.
3.Covered Executives
From time to time, the Administrator may select certain key executives of the Company (the “Covered Executives”) to be eligible to receive bonuses hereunder.
4.Bonus Determinations
(a)Performance Goals.The Administrator may establish performance goals that relate to financial, operational or other performance of the Company or any of its subsidiaries or divisions, to individual performance objectives of the Covered Executive or to any other performance goal established by the Administrator in connection with a potential bonus payment (the “Performance Goals”). Performance Goals may relate to annual, semi-annual, quarterly or other performance periods established by the Administrator. It is expected that the Administrator establish annual bonus programs pursuant to this Bonus Plan. Following the completion of any performance period (at a time determined by the Administrator in its sole discretion) the Administrator may evaluate attainment of the Performance Goals. The Administrator may revise or refine Performance Goals in its discretion.
(b)Bonus Formulas.Except as otherwise set forth in this Bonus Plan or determined by the Administrator, any bonuses paid to Covered Executives under this Bonus Plan shall be based upon formulas that tie such bonuses to attainment of the Performance Goals. Notwithstanding the foregoing, the Company may pay bonuses (including discretionary bonuses) to Covered Executives under this Bonus Plan based upon such other terms and conditions as the Administrator may in its sole discretion determine.
(c)Amount of Payment.The Administrator is authorized to determine in its sole discretion the amount of any bonus payment to a Covered Executive, the percentage attainment of any applicable Performance Goals, and any other matter relating to the amount of a bonus payment.
5.Eligibility and Participation
The payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive’s employment by the Company on the date the Administrator determines that a bonus is payable to the Covered Executive; provided, however, that the Administrator may make exceptions to this requirement, in its sole discretion, including in the case of a Covered Executive’s termination of employment, retirement, death or disability, or as may be required by an individual employment or similar agreement.
6.Form of Payment
The Administrator may, in its sole discretion, provide that all or a portion of a bonus payment be paid to a Covered Executive as a stock option, stock award or other form of equity compensation (a “Share-Based Bonus”) pursuant to the Company’s Fourth Amended and Restated Stock Plan (or any other equity incentive plan of the Company that has been approved by the Company’s shareholders) (the “Equity Incentive Plan”). In such event, the Share-Based Bonus shall be documented in accordance with, and be governed in all respects by, the Equity Incentive Plan and the applicable award agreement thereunder. Unless otherwise provided by the Administrator, any Share-Based Bonus shall not be deemed granted until the date the Administrator determines specific number of shares of its common stock subject to such Share-Based Bonus, and the exercise or conversion price of a Share-Based Bonus may not be less than the fair market value (as defined in the Equity Incentive Plan) on such date.
7.Effective Date; Amendment and Termination
This Bonus Plan shall become effective at the time specified in the resolutions of the Board adopting this Bonus Plan (the “Effective Date”). The Board reserves the right to amend or terminate this Bonus Plan at any time in its sole discretion.
8.No Right to Employment
Nothing in this Bonus Plan shall confer upon any Covered Executive the right to continue in the employ of the Company or affect any right which the Company may have to terminate such employment.
9.Required Taxes
No later than the date as of which an amount first becomes includible in the gross income of a Covered Executive for federal, state, local or foreign income or employment or other tax purposes with respect to any award under this Bonus Plan, such Covered Executive shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Bonus Plan shall be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Covered Executive.
All questions concerning the construction, interpretation and validity of this Bonus Plan shall be governed by and construed and enforced in accordance with the domestic laws of the State of Washington, without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Washington. In furtherance of the foregoing, the internal law of the State of Washington will control the interpretation and construction of this Bonus Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
11.Miscellaneous
(a)Third Party Rights.This Bonus Plan shall not confer on any person other than the Company and any Covered Executive any rights or remedies hereunder.
(b)Assignment. The terms of this Bonus Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns.
(c)Headings.The headings in this Bonus Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof.