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)
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Delaware |
001-37502 |
06-1571747 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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100 Cherokee Cove Drive Vonore, Tennessee |
37885 |
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(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.
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Non-Equity |
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Stock |
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Incentive Plan |
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All Other |
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Salary |
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Bonus |
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Awards |
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Compensation |
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Compensation |
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Total |
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Name and Principal Position |
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Year |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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Terry McNew |
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2015 |
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333,125 |
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4,131,319 | (1) |
— |
(2) | 546,309 | (3) | 18,226 |
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5,028,979 |
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President and Chief Executive Officer |
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2014 |
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325,000 |
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552,500 |
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7,538 |
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885,038 |
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Timothy M. Oxley |
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2015 |
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215,865 |
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459,035 | (1) |
— |
(2) | 177,004 | (3) | 19,409 |
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871,313 |
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Chief Financial Officer |
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2014 |
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210,600 |
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179,010 |
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14,848 |
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404,458 |
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Shane Chittum |
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2015 |
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215,250 |
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688,553 | (1) |
— |
(2) | 176,500 | (3) | 20,171 |
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1,100,474 |
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Chief Operating Officer |
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2014 |
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210,000 |
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178,500 |
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21,282 |
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409,782 |
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(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. |
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(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. |
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(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. |
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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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MCBC HOLDINGS, INC. |
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Dated: September 14, 2015 |
/s/ Timothy M. Oxley |
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Timothy M. Oxley |
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Chief Financial Officer, Treasurer and Secretary |
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