Attached files
| file | filename |
|---|---|
| EX-10.1 - RESTRICTED STOCK AWARD CERTIFICATE - PREMIERE GLOBAL SERVICES, INC. | e63567ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 31, 2015
PREMIERE GLOBAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
(State or Other Jurisdiction of Incorporation)
| 001-13577 | 59-3074176 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 3280 Peachtree Road, NE, Suite 1000, Atlanta, Georgia 30305 | |
| (Address of Principal Executive Offices) | (Zip Code) |
404-262-8400
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
| |_| | 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2015, the compensation committee of the board of directors of Premiere Global Services, Inc. approved long-term incentive, or LTI, awards of restricted stock to be granted on March 31, 2015 to each of our named executive officers, as follows:
|
Named Executive Officer |
Number of Performance-Based Restricted Shares |
Number of Time-Based |
| Boland T. Jones | 146,296 | 146,296 |
| David E. Trine | 31,746 | 31,746 |
| Theodore P. Schrafft | 50,264 | 50,264 |
| David M. Guthrie | 29,629 | 29,629 |
The performance-based and time-based LTI awards were granted pursuant to our LTI annual program initially implemented by our compensation committee in March 2013. The 2015 performance-based LTI awards are earned based on our achievement of a specified target in non-GAAP earnings per share from continuing operations, or non-GAAP EPS, over a two-year performance period beginning January 1, 2015 and ending on December 31, 2016. If the performance target is achieved, one-half of the earned awards are then subject to an additional year of time-based vesting. Our 2015 LTI awards are based on the same sliding scale and vesting schedules as previously disclosed for our annual LTI program.
The foregoing descriptions of the performance-based and time-based restricted stock awards are qualified in their entirety by the full text of such agreements. The form of the performance-based restricted stock award certificate is filed herewith as Exhibit 10.1 and incorporated herein by reference, and the form of time-based restricted stock award certificate has been previously filed with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 10.1 | Form of Performance-Based Restricted Stock Award Certificate |
| 2 |
SIGNATURE
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.
| PREMIERE GLOBAL SERVICES, INC. | ||
| Date: April 2, 2015 | By: | /s/ Scott Askins Leonard |
| Scott Askins Leonard | ||
| Executive Vice President – Legal, | ||
| General Counsel and Secretary | ||
| 3 |
EXHIBIT INDEX
| Exhibit 10.1 | Form of Performance-Based Restricted Stock Award Certificate |
| 4 |