The Joint Corp. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Multi-Sector Companies
Miscellaneous
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): March 13, 2025
The Joint Corp.
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||||
| of incorporation) | Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(480 ) 245-5960
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.02. Results of Operations and Financial Condition.
On March 13, 2025, The Joint Corp. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2024. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2025, the Board of Directors of the Company, upon the recommendation of the Compensation Committee of the Board of Directors (the “Compensation Committee”), approved an amendment to the Executive Short-Term Incentive Plan (the “Executive STIP”), under which the Company’s Chief Executive Officer and Chief Financial Officer are eligible to receive compensation in the form of cash on an annual basis.
Under the Executive STIP, budgeted Adjusted EBITDA will be established by the Board of Directors of the Company annually. The Executive STIP bonus pool will be combined with the bonus pool for the Non-Executive Short-Term Incentive Plan (the “Combined Pool”). The Compensation Committee will establish the maximum amount that may be allocated to the Combined Pool (the “Combined Pool Maximum”), and the amount by which actual Adjusted EBITDA exceeds budgeted Adjusted EBITDA will be allocated to the Combined Pool up to the Combined Pool Maximum
The amendment provides that the Combined Pool will not be funded, and participants will not receive payment, if the amount allocated to the Combined Pool for the year in question is less than 85% of the Combined Pool Maximum for that year (the “Award Threshold”); provided, that if the amount allocated to the Combined Pool is less than the Award Threshold, the Company’s Board of Directors may create a bonus pool under such terms and conditions as it may determine.
If the amount in the Combined Pool meets the Award Threshold, the amount allocated to the Combined Pool will be paid to the participants in both the Executive STIP and the Non-Executive Short-Term Incentive Plan on a pro rata basis based on their respective eligibility, and in each case, up to their maximum targeted STIP award. The Chief Executive Officer’s targeted STIP award will not exceed 100% of his base salary. The Chief Financial Officer’s STIP award will not exceed 50% of his base salary.
Notwithstanding the foregoing, in the event that actual Adjusted EBITDA for the year in question after the funding of the Combined Pool Maximum (“Revised Adjusted EBITDA”) exceeds budgeted Adjusted EBITDA for that year, the maximum targeted STIP award for the Chief Executive Officer would increase to 125% of his base salary, and the maximum targeted STIP award for the Chief Financial Officer would increase to 62.5% of his base salary. In that event, 25% of each dollar by which Revised Adjusted EBITDA exceeds budgeted Adjusted EBITDA will be added to the Combined Pool and allocated to the participants in both the Executive STIP and the Non-Executive Short-Term Incentive Plan on a pro rata
basis based on their respective eligibility, and in each case, up to their maximum targeted STIP award, as adjusted.
The foregoing description of the Executive STIP, as amended, does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive STIP, a copy of which will be filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 7.01. Regulation FD Disclosure.
The Company is posting an earnings presentation to its website at https://ir.thejoint.com/. A copy of the earnings presentation is being furnished herewith as Exhibit 99.2. The Company will use the earnings presentation during its earnings conference call on March 13, 2025 and also may use the earnings presentation from time to time in conversations with analysts, investors and others.
The information furnished in this Item 7.01 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of the Company’s filings with the SEC. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibits
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.
| THE JOINT CORP. | |||||||||||
| Date: | March 13, 2025 | By: | /s/ Sanjiv Razdan | ||||||||
| Sanjiv Razdan | |||||||||||
| President and Chief Executive Officer | |||||||||||