ProSight 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 May 12, 2021, Robert Bailey notified ProSight Global, Inc. (the “Company”) of his decision to retire as the Company’s Chief Underwriting and Risk Officer.
In connection with his retirement, Mr. Bailey has entered into a Transition and Separation Agreement with the Company (the “Transition Agreement”) pursuant to which he has agreed to provide certain transition services to the Company until the earlier of (i) the closing of the Company’s previously announced merger transaction contemplated by that certain Agreement and Plan of Merger, dated as of January 14, 2021, by and among Pedal Parent, Inc., Pedal Merger Sub, Inc. and the Company (the “Merger Agreement”) and (ii) September 1, 2021 (such earlier date, the “Termination Date”).
The Transition Agreement entitles Mr. Bailey, subject to Mr. Bailey’s general release of claims, satisfactory performance of his transition duties through the Termination Date and his ongoing compliance with certain restrictive covenants, to a lump sum payment of the severance payments described in his employment agreement with the Company, dated as of August 7, 2019 (the “Employment Agreement”), and, if the Termination Date occurs prior to September 1, 2021, such lump sum payment shall be increased to include payment of Mr. Bailey’s current base salary through September 1, 2021, and Mr. Bailey’s Target Pro Rata Bonus (as defined in the Employment Agreement) shall be pro-rated through and including September 1, 2021 (such that the Target Pro Rata Bonus shall be equal to 75% of his target bonus for the 2021 calendar year).
Additionally, the Transition Agreement provides that, subject to Mr. Bailey’s general release of claims, satisfactory performance of his transition duties through the Termination Date and his ongoing compliance with certain restrictive covenants, Mr. Bailey’s outstanding equity awards will, to the extent not previously vested, vest in full on the Termination Date and will be settled in cash at a price of $12.85 per share.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. For a detailed description of the Employment Agreement, please see Item 11 – “Executive Compensation” of the Company’s most recent Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission on February 23, 2021.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit Index to Current Report on Form 8-K
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Exhibit Number |
Description | |
| 10.1 | Transition Agreement, dated May 12, 2021, between Robert Bailey and ProSight Global, Inc. | |
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.
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ProSight Global, Inc. (Registrant) | |||
| Date: May 12, 2021 | By: | /s/ Frank D. Papalia | |
| Frank D. Papalia | |||
| Chief Legal Officer | |||