UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. |
(b) and (e) On May 10, 2024, Patterson Companies, Inc. (the “Company”) announced that Tim E. Rogan, who has served as President of Patterson Dental since July 2021, has stepped down from his role, effective immediately, and agreed to serve as an advisor to the Company until August 2, 2024 to facilitate a smooth transition. The Dental segment will continue to report to the Company’s Chief Operating Officer, Kevin Pohlman. The Company has initiated a search for a new leader for its Dental segment.
In connection with the transition, Mr. Rogan and the Company entered into a Transition & Separation Agreement, dated May 8, 2024, which is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference herein. Under the terms of the agreement, Mr. Rogan will serve in a non-officer Special Advisor capacity through August 2, 2024 during which period he has agreed to be available to the Company to advise on certain matters at its sole request. On August 2, 2024, Mr. Rogan’s employment with the Company will end (the “Resignation Date”). The period between May 10, 2024 and the Resignation Date is the “Transition Period.” Mr. Rogan has also acknowledged and agreed to certain restrictive covenants as described below.
During the Transition Period, Mr. Rogan will (a) continue to be paid based on his current annual salary of $452,000, (b) remain eligible to receive non-equity incentive plan compensation for the fiscal year ended April 27, 2024 under the Company’s Management Incentive Compensation Plan (“MICP”), (c) continue to vest in his existing equity awards, and (d) remain eligible to participate in the Company’s employee benefit plans, subject to plan terms. Upon signing a supplemental release at the end of the Transition Period, Mr. Rogan will receive (a) a severance payment equal to the sum of (i) $678,000 (representing 1.5 years of salary) and (ii) the average of his MICP payments for fiscal years 2022, 2023 and 2024 (which amount for fiscal year 2024 has not yet been determined), which will be paid in installments over the course of 18 months, and (b) up to 18 months of Company-paid COBRA premiums. Mr. Rogan has acknowledged and agreed to certain post-employment non-compete and non-solicitation provisions for 18 months following the Resignation Date, among other restrictive covenants set forth in his Inducement, Severance & Change in Control Agreement, dated July 19, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10 | Transition & Separation Agreement by and between Patterson Companies, Inc. and Tim E. Rogan, dated May 8, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| PATTERSON COMPANIES, INC. | ||||||
| Date: May 10, 2024 | By: | /s/ Les B. Korsh | ||||
| Les B. Korsh | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||