VOXX International Corporation filed SEC Form 8-K: Leadership Update
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 December 31, 2024, VOXX International Corporation (“the Company”) entered into amendments to its employment agreements with each of Mr. Patrick M. Lavelle, CEO/President, Ms. Loriann Shelton, Senior V.P., CFO and COO and Charles M. Stoehr, Sr. V.P./Treasurer. The following description of each of the amendments to the employment agreements does not purport to be a complete statement of the parties’ rights and obligations under the respective amendments and is qualified in its entirety by reference to the amendments which will be filed as exhibits to the Company’s Form 10-Q for the quarter ended November 30, 2024.
(i) Mr. Lavelle has entered into a Fifth Amendment dated December 31, 2024 to his employment agreement dated July 8, 2019, as previously amended, rescinding certain portions of the Fourth Amendment to his employment agreement dated November 11, 2024 and amending and restating other portions to explicitly comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "IRC"). Upon Mr. Lavelle’s termination without Cause or his resignation for Good Reason, (which includes resignation one hundred eighty (180) days following the completion of a Change of Control Event), Mr. Lavelle will receive a severance payment of $2,000,000, payable monthly over two years from his separation of employment. If Mr. Lavelle's employment terminates as a result of the expiration of the term of his employment agreement on February 28, 2026, Mr. Lavelle shall receive severance in the amount of $1,000,000 which shall be paid in equal installments on a monthly basis during the two-year period from his separation of employment. In addition, in the event of Mr. Lavelle’s termination of employment by reason of Disability or death, he or his heirs, as applicable, shall receive a severance payment of $2,000,000, paid in equal monthly installments over the two-year period commencing from the termination date in the event of termination by reason of Disability or in a lump sum in the event of termination by reason of death. Mr. Lavelle’s employment agreement was also amended to provide that payments of nonqualified deferred compensation (for purposes of Section 409A of the IRC) which are conditioned on Mr. Lavelle’s execution of a release under the severance provisions of his employment agreement will commence on the sixtieth (60th) day after termination, with the first payment including all arrears of severance up to such date, provided the release is executed and becomes effective prior to the sixtieth (60th) day after termination.
(ii) Ms. Shelton has entered into a Sixth Amendment dated December 31, 2024 to her employment agreement dated July 8, 2019, as previously amended, rescinding certain portions of the Fifth Amendment to her employment agreement dated November 11, 2024 and amending and restating other portions to explicitly comply with Section 409A of the IRC. The Sixth Amendment amends and restates Ms. Shelton’s entitlement to an Extraordinary Bonus of $300,000 in the event that there is no Change of Control Event pending or consummated by removing the implementation of the ERP system as a payment event for the Extraordinary Bonus. In addition, Ms. Shelton’s entitlement to a Change in Control Event Closing Bonus of $550,000, payable in a lump sum, is explicitly conditioned on her remaining employed through the closing of the Change of Control Event. Additionally, the payment of Ms. Shelton’s $550,000 severance due to a termination without Cause or by Ms. Shelton for Good Reason (which includes resignation following the completion of a Change of Control Event) reverts back to twelve (12) consecutive monthly payments commencing from the date of termination. If Ms. Shelton's employment terminates as a result of the expiration of the term of her employment agreement on February 28, 2026, Ms. Shelton shall receive severance in the amount of $550,000 which shall be paid in equal installment on a monthly basis during the one-year period from her date of termination. Ms. Shelton’s employment agreement was also amended to provide that payments of nonqualified deferred compensation (for purposes of Section 409A of the IRC) which are conditioned on Ms. Shelton’s execution of a release under the severance provisions of her employment agreement will commence on the sixtieth (60th) day after termination, with the first payment including all arrears of severance up to such date, provided the release is executed and becomes effective prior to the sixtieth (60th) day after termination.
(iii) Mr. Stoehr has entered into a Fourth Amendment dated December 31, 2024 to his employment agreement dated July 8, 2019, as previously amended, amending and restating portions of his employment agreement to explicitly comply with Section 409A of the IRC. Mr. Stoehr’s Fourth Amendment provides that payments of
nonqualified deferred compensation (for purposes of Section 409A of the IRC) which are conditioned on Mr. Stoehr’s execution of a release under the severance provisions of his employment agreement will commence on the sixtieth (60th) day after termination, with the first payment including all arrears of severance up to such date, provided the release is executed and becomes effective prior to the sixtieth (60th) day after termination.
A copy of each of the Amendments will be attached as an Exhibit to the Company’s Form 10-Q for the fiscal quarter ending November 30, 2024.
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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VOXX INTERNATIONAL CORPORATION |
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Date: |
January 7, 2025 |
By: |
/s/ Loriann Shelton |
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Loriann Shelton |