Syneos Health, Inc. (Form: 8-K, Received: 04/22/2020 06:11:17)

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 18, 2020

_____________________________________________________________

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________


Delaware	001-36730	27-3403111
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


			1030 Sync Street Morrisville, North Carolina			27560-5468
			(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (919) 876-9300

_____________________________________________________________

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	SYNH	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 (§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 7, 2020, Syneos Health, Inc. (the “Company”) announced that it had initiated several proactive cost management strategies in response to the COVID-19 pandemic, including organizational and operating model efficiencies, hiring restrictions, reductions in third-party costs, certain compensation adjustments, and other initiatives. In addition, the Company stated that it had implemented proactive cash conservation initiatives, including delaying some capital expenditures and locking in lower interest rates on certain variable rate debt.

Since April 7, 2020, the Company has implemented additional cost management strategies, including offering voluntary furloughs, suspending the Company match on U.S. employee 401(k) contributions, and delaying merit and promotion processes.

As part of these efforts, on April 18, 2020, the Compensation and Management Development Committee of the Board of Directors of the Company approved entering into letter agreements (the “Letter Agreements”) with each of the Company’s named executive officers: Alistair Macdonald, Chief Executive Officer; Jason Meggs, Chief Financial Officer; Michelle Keefe, President, Commercial Solutions; Paul Colvin, President, Clinical Solutions; and Jonathan Olefson, General Counsel and Corporate Secretary (each, an “NEO”). Pursuant to the Letter Agreements, each NEO has agreed to a voluntary reduction in his or her base salary from May 1, 2020 through September 30, 2020 as set forth in the following table:


Named Executive Officer	Original Base Salary	Temporary Base Salary	Percentage Reduction
Alistair Macdonald, Chief Executive Officer	$1,060,000	$742,000	-30%
Jason Meggs, Chief Financial Officer	$600,000	$480,000	-20%
Michelle Keefe, President Commercial Solutions	$567,000	$460,000	-19%
Paul Colvin, President Clinical Solutions	$567,000	$460,000	-19%
Jonathan Olefson, General Counsel and Corporate Secretary	$465,000	$399,000	-14%

The foregoing summary of the Letter Agreements is qualified in its entirety by reference to the full text of the Letter Agreements, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5 to this Form 8-K, and are incorporated herein by reference.

Item 8.01 Other Events.

On April 18, 2020, the Board of Directors (the “Board”) of the Company approved a thirty percent reduction in the cash retainer paid to each non-employee member of the Board, exclusive of any committee stipends, for the period from May 1, 2020 to September 30, 2020.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
10.1						Letter Agreement between INC Research Holding Limited and Alistair Macdonald, dated April 18, 2020.
10.2						Letter Agreement between Syneos Health, Inc. and Jason Meggs, dated April 18, 2020.
10.3						Letter Agreement between Syneos Health, Inc. and Michelle Keefe, dated April 18, 2020.
10.4						Letter Agreement between Syneos Health, Inc. and Paul Colvin, dated April 18, 2020.
10.5						Letter Agreement between Syneos Health, Inc. and Jonathan Olefson, dated April 18, 2020.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SYNEOS HEALTH, INC.

Date:

April 22, 2020

By:

/s/ Jonathan Olefson

Name:

Jonathan Olefson

Title:

General Counsel and Corporate Secretary

Exhibit 10.1

April 18, 2020

Alistair Macdonald

[personal address]

Re: Waiver of Compensation

Dear Alistair:

This letter serves to memorialize your agreement to reduce your annual base salary from $1,060,000 (the “Original Base Salary”) to $742,000 from May 1, 2020 through September 30, 2020 (the “Waiver Period”), subject to extension of the Waiver Period by mutual written agreement of you and INC Research Holding Limited (the “Company”). In addition, you have agreed to reduce your Management Incentive Plan (“MIP”) target bonus opportunity for 2020 from 120% to 100% of your Original Base Salary.

Although your annual base salary will be reduced during the Waiver Period and your MIP target bonus opportunity for 2020 will be reduced, your pension contributions will continue to be calculated based on your Original Base Salary. In addition, if you experience a severance-qualifying termination of employment during the Waiver Period, the MIP and salary portion of your cash severance payment will be calculated based on your Original Base Salary. Your contractual benefits, including your car allowance, will continue to be paid in the usual way during the Waiver Period.

However, you agree that none of the foregoing will constitute an event giving rise to constructive dismissal, or a Good Reason for purposes of your employment agreement, any outstanding Syneos Health, Inc. equity award held by you or any other agreement between you and the Company.

Other than as described in this letter, all other terms and conditions of your service remain unchanged.

Please indicate your acceptance and acknowledgement of, and agreement to, the foregoing by signing below.

Sincerely,

INC Research Holding Limited

By: /s/ Jonathan Olefson

Name: Jonathan Olefson

Its: General Counsel

IN WITNESS of which this letter agreement has been executed and delivered as a deed on the first date written above.


EXECUTED as a Deed			/s/ Robert Parks
by INC Research Holding Limited
acting by Robert Parks
in the presence of:

Witness’s Signature:			/s/ Sarah R. F. Parks
Full Name			Sarah R. Fahnestock Parks
Address:			[personal address]


EXECUTED as a Deed			/s/ Alistair Macdonald
by Alistair Macdonald
in the presence of:

Witness’s Signature:			/s/ KA Macdonald
Full Name:			Karyn Andrea Macdonald
Address:			[personal address]

Exhibit 10.2

April 18, 2020

Jason Meggs

[personal address]

Re: Waiver of Compensation

Dear Jason:

This letter serves to memorialize your agreement to reduce your annual base salary from $600,000 (the “Original Base Salary”) to $480,000 from May 1, 2020 through September 30, 2020 (the “Waiver Period”), subject to extension of the Waiver Period by mutual written agreement of you and Syneos Health, Inc. (the “Company”).

Although your annual base salary will be reduced during the Waiver Period, your Management Incentive Plan (“MIP”) target bonus opportunity for 2020 will continue to be calculated based on your Original Base Salary. In addition, if you experience a severance-qualifying termination of employment during the Waiver Period, the MIP and salary portion of your cash severance payment will be calculated based on your Original Base Salary.

However, you agree that none of the foregoing will constitute an event giving rise to Good Reason for purposes of the Syneos Health Inc. Executive Severance Plan, any outstanding Company equity award held by you or any other agreement between you and the Company.

Other than as described in this letter, all other terms and conditions of your service remain unchanged.

Please indicate your acceptance and acknowledgement of, and agreement to, the foregoing by signing below.

Sincerely,

Syneos Health, Inc.

By: /s/ Jonathan Olefson

Name: Jonathan Olefson

Title: General Counsel

Agreed and Acknowledged:

/s/ Jason Meggs

Name: Jason Meggs

Exhibit 10.3

April 18, 2020

Michelle Keefe

[personal address]

Re: Waiver of Compensation

Dear Michelle:

This letter serves to memorialize your agreement to reduce your annual base salary from $567,000 (the “Original Base Salary”) to $460,000 from May 1, 2020 through September 30, 2020 (the “Waiver Period”), subject to extension of the Waiver Period by mutual written agreement of you and Syneos Health, Inc. (the “Company”).

However, you agree that none of the foregoing will constitute an event giving rise to a Good Reason for purposes of the Syneos Health Inc. Executive Severance Plan, any outstanding Company equity award held by you or any other agreement between you and the Company.

Other than as described in this letter, all other terms and conditions of your service remain unchanged.

Please indicate your acceptance and acknowledgement of, and agreement to, the foregoing by signing below.

Sincerely,

Syneos Health, Inc.

By: /s/ Jonathan Olefson

Name: Jonathan Olefson

Title: General Counsel

Agreed and Acknowledged:

/s/ Michelle Keefe

Name: Michelle Keefe

Exhibit 10.4

April 18, 2020

Paul Colvin

[personal address]

Re: Waiver of Compensation

Dear Paul:

Other than as described in this letter, all other terms and conditions of your service remain unchanged.

Please indicate your acceptance and acknowledgement of, and agreement to, the foregoing by signing below.

Sincerely,

Syneos Health, Inc.

By: /s/ Jonathan Olefson

Name: Jonathan Olefson

Title: General Counsel

Agreed and Acknowledged:

/s/ Paul D. Colvin

Name: Paul Colvin

Exhibit 10.5

April 18, 2020

Jonathan Olefson

[personal address]

Re: Waiver of Compensation

Dear Jon:

This letter serves to memorialize your agreement to reduce your annual base salary from $465,000 (the “Original Base Salary”) to $399,000 from May 1, 2020 through September 30, 2020 (the “Waiver Period”), subject to extension of the Waiver Period by mutual written agreement of you and Syneos Health, Inc. (the “Company”).

Other than as described in this letter, all other terms and conditions of your service remain unchanged.

Please indicate your acceptance and acknowledgement of, and agreement to, the foregoing by signing below.

Sincerely,

Syneos Health, Inc.

By: /s/ Alistair Macdonald

Name: Alistair Macdonald

Title: Chief Executive Officer

Agreed and Acknowledged:

/s/ Jonathan Olefson

Name: Jonathan Olefson