8K_Bonus Determination

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): September 8, 2015

 


 

MCBC Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware

001-37502

06-1571747

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)  

(IRS Employer

Identification No.)

 

 

 

100 Cherokee Cove Drive

Vonore, Tennessee 

37885

(Address of Principal Executive Offices)

(Zip Code)

 

(423) 884-2221

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 

 


 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

2015 STIP Bonus Determination

 

In fiscal 2015, each of our named executive officers was eligible to earn an annual performance-based cash bonus from MCBC Holdings, Inc. (the “Company”) under the Company’s annual short term incentive plan (the “2015 STIP”). This 2015 bonus for each of our named executive officers consisted of three components: 35% was based upon the achievement of Company Adjusted EBITDA, 35% was based upon the achievement of Company cash flow targets and 30% was based upon the achievement of individual performance goals. In fiscal 2015, Mr. McNew was eligible to receive a target bonus in the amount of 100% of his base salary, Mr. Oxley was eligible to receive a target bonus in the amount of 50% of his base salary, and Mr. Chittum was eligible to receive a target bonus in the amount of 50% of his base salary.

 

On September 8, 2015, the Board approved the annual performance-based bonuses for the named executive officers under the 2015 STIP.  In fiscal 2015, each of our named executive officers achieved 100% of his respective individual performance goals, our Company Adjusted EBITDA was 141% of the target amount and our Company adjusted cash flow was 152% of the target amount, resulting in a payment of 164% of target bonus to each of Messrs. McNew, Oxley and Chittum

 

All compensation for the named executive officers for the year ended June 30, 2015 (other than the annual performance-based bonuses under the 2015 STIP) was previously reported by the Company in the Summary Compensation Table beginning on page 98 of our Registration Statement filing on Form S-1, filed on July 15, 2015 (the “Registration Statement”).  As of the filing of the Registration Statement, the annual performance-based bonuses under the 2015 STIP for the named executive officers had not been fully determined and, therefore, were omitted in part from the Summary Compensation Table included in the Registration Statement.  The annual cash incentive bonuses under the 2015 STIP for the named executive officers for the year ended June 30, 2015 are set forth below in the “Non-Equity Incentive Plan Compensation” column, together with the other compensation previously reported and the new total compensation amounts.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

    

    

    

    

    

    

    

Non-Equity

    

    

    

    

 

 

 

 

 

 

 

 

 

Stock

 

Incentive Plan

 

All Other

 

 

 

 

 

 

 

Salary

 

Bonus

 

Awards

 

Compensation

 

Compensation

 

Total

 

Name and Principal Position

 

Year

 

($)  

 

($)  

 

($)  

 

($)  

 

($)  

 

($)  

 

Terry McNew

 

2015

 

333,125

 

4,131,319
(1)

(2)
546,309
(3)
18,226

 

5,028,979

 

President and Chief Executive Officer

 

2014

 

325,000

 

 

 

 

 

552,500

 

7,538

 

885,038

 

Timothy M. Oxley

 

2015

 

215,865

 

459,035
(1)

(2)
177,004
(3)
19,409

 

871,313

 

Chief Financial Officer

 

2014

 

210,600

 

 

 

 

 

179,010

 

14,848

 

404,458

 

Shane Chittum

 

2015

 

215,250

 

688,553
(1)

(2)
176,500
(3)
20,171

 

1,100,474

 

Chief Operating Officer

 

2014

 

210,000

 

 

 

 

 

178,500

 

21,282

 

409,782

 

 


(1)

Amount represents a cash bonus to the named executive officer in recognition of his efforts in pursuing and consummating the financing evidenced by Amended and Restated Credit and Guarantee Agreement entered into by the Company on March 13, 2015.

 

(2)

On May 29, 2015, we granted Messrs. McNew, Oxley and Chittum 541,021, 120,223, and 180,340 shares of restricted stock under the 2015 Incentive Award Plan, respectively. No amounts have been included for purposes of the “Stock Awards” column as the occurrence of the vesting conditions for such awards were not probable for accounting purposes at the time of grant and the restricted stock awards had no grant date fair value computed in accordance with ASC Topic 718, as of the date of grant. Assuming that all of the vesting conditions to the awards are met, the value of restricted stock awards, based on the initial offering price of $15.00 per share, would be $8,115,315 for Mr. McNew, $1,803,345 for Mr. Oxley, and $2,705,100 for Mr. Chittum. For a description of the vesting conditions, see the “Outstanding Equity Awards at Fiscal Year End” table included in the Registration Statement. 

 

(3)

Each named executive officer received an annual performance based bonus with respect to fiscal 2015 under the 2015 STIP. For a discussion of the 2015 STIP, see above.

2


 

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.

 

 

MCBC HOLDINGS, INC.

 

 

Dated: September 14, 2015

/s/ Timothy M. Oxley

 

Timothy M. Oxley

 

Chief Financial Officer, Treasurer and Secretary

 

3