DMC Global Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 13, 2024, in order to reward, retain and further incentivize certain members of the leadership team of DMC Global Inc. (the “Company”) and to continue to maintain a strong emphasis on long-term shareholder value creation, the Compensation Committee of the Board of Directors of the Company approved a special retention grant for each of (i) Eric Walter, Chief Financial Officer of the Company, and (ii) Michelle Shepston, Executive Vice President, Chief Legal Officer and Secretary of the Company, respectively (each, a “Retention Grant”). Each Retention Grant, which consists 50% of restricted stock and 50% of cash, has a grant date value equal to one times the respective officer’s base salary and will vest eighteen (18) months from the grant date, subject to the executive officer’s continued service and the terms of the 2016 Omnibus Incentive Plan and a restricted stock award agreement (the “RSA Retention Agreement”) (with respect to the restricted stock award) and a cash retention letter agreement (the “Cash Retention Agreement” and together with the RSA Retention Agreement, the “Retention Agreements”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Retention Agreements.
The Retention Agreements provide that if the executive officer’s Continuous Service (i) terminates due to the executive officer’s death or Disability, (ii) is terminated by the Company without Cause, or (iii) is terminated by the executive officer for Good Reason, while the cash award has not vested or while the shares of restricted stock are subject to a Period of Restriction, each award shall vest and become free of the forfeiture and transfer restrictions described in the respective Retention Agreement, on the date of the executive officer’s termination of Continuous Service for such reason.
The Retention Agreements also provide that if a Change in Control occurs while the cash award has not vested or the shares of restricted stock are subject to a Period of Restriction, each award shall vest unless the cash award or the restricted stock award is assumed, converted or replaced by the continuing entity; provided, however, that in the event that the executive officer’s Continuous Service is terminated by the Company without Cause or by the executive officer for Good Reason within twenty-four (24) months following a Change in Control, any such assumed, converted or replacement awards shall become immediately vested. The Retention Agreements further provide that each award shall vest upon the termination of the executive officer’s Continuous Service by the Company without Cause or by the executive officer for Good Reason within twenty-four (24) months following a Significant Event.
The foregoing description of the Retention Agreements is only a summary and is qualified in its entirety by the full text of the Retention Agreements, each of which is filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and each of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Form of RSA Retention Agreement | |
| 10.2 | Form of Cash Retention Letter Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
| 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. | |||
| DMC GLOBAL INC. | |||
| By: | /s/ Michelle Shepston | ||
| Name: | Michelle Shepston | ||
| Title: | Executive Vice President and Chief Legal Officer | ||
Date: November 19, 2024