Everus Construction Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Homebuilding
Consumer Discretionary
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): November 21, 2024
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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 21, 2024 (the “Effective Date”), the Board of Directors of Everus Construction Group, Inc. (the “Company”), adopted the Everus Construction Group, Inc. Change in Control Severance Plan (the “CIC Plan”) and designated the Company’s current named executive officers, Jeffrey S. Thiede (President and Chief Executive Officer) (the “CEO”), Maximillian J Marcy (Vice President, Chief Financial Officer and Treasurer), Thomas D. Nosbusch (Vice President and Chief Operating Officer), Paul R. Sanderson, (Vice President, Chief Legal Officer and Corporate Secretary), and Jon B. Hunke (Vice President and Chief Accounting Officer), as well as the other executive officers of the Company as of the Effective Date, have been selected to participate in the CIC Plan.
Under the CIC Plan, if a participant’s employment is terminated by the Company other than for “Cause” or by the participant for “Good reason” (in each case, as defined in the CIC Plan) and on or within two years following a “Change in Control” (as defined in the CIC Plan) of the Company, the Company will pay or provide to the participant a lump sum payment, as follows: (i) a cash amount equal to the participant’s prorated target annual incentive for the year in which the termination occurs; (ii) a cash amount equal to two times (three times for the CEO) the sum of the participant’s (1) annual base salary and (2) target annual incentive; (iii) a cash amount equal to two times (three times for the CEO) the employer portion of the costs of continued coverage under the Company’s healthcare benefit plans for 12 months; and (iv) outplacement services, the cost of which shall not exceed $10,500.
As a condition to receipt of the severance benefits, the CIC Plan requires that each participant execute and not revoke a general release of claims against the Company and agree to comply with restrictive covenants in favor of the Company, including one-year post-termination noncompetition and employee and customer nonsolicitation covenants.
If any payments or benefits would cause a participant to become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, then the payments and benefits under the CIC Plan will be reduced to the extent required so that the participant would not be subject to the excise tax if such a reduction would put the participant in a more favorable after-tax position than if the participant were to pay the excise tax.
The foregoing description of the CIC Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CIC Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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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.
Date: November 22, 2024
| Everus Construction Group, Inc. | ||||||||
| By: | /s/ Paul R. Sanderson | |||||||
| Paul R. Sanderson | ||||||||
| Vice President, Chief Legal Officer and Corporate Secretary | ||||||||
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