Attached files
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) February 26,
2021
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400 North Ashley Drive, Suite 300
Tampa,
Florida 33602-4314
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(Address
of principal executive offices) (Zip Code)
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(949)
225-4500
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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AUTO
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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Grant of Restricted Stock Awards
On
February 26, 2021, the Compensation Committee (“Compensation Committee”) of the
Board of Directors (“Board”) of AutoWeb, Inc.
(“Company”)
approved awards of shares of the Company’s common stock,
$0.001 par value per share, in the form of restricted stock
(“Restricted
Stock”) pursuant to the AutoWeb, Inc. 2018 Equity
Incentive Plan (“Plan”) effective February 26,
2021. Mr. Michael A. Sadowski, the Company’s Executive Vice
President, Chief Financial Officer, and Mr. Daniel R. Ingle, the
Company’s Executive Vice President, Chief Operating Officer
were awarded twenty thousand (20,000) shares of Restricted Stock
and forty-five thousand (45,000) shares of Restricted Stock,
respectively.
In
addition, on March 3, 2021, the Compensation Committee recommended
to the Board, and the Board approved, an award of eighty-five
thousand (85,000) shares of Restricted Stock pursuant to the Plan
to Mr. Jared R. Rowe, the Company’s President and Chief
Executive Officer, with the award to be effective as of March 3,
2021.
The
shares of Restricted Stock awarded to Messrs. Rowe, Ingle and
Sadowski are subject to forfeiture restrictions that lapse with
respect to one-third (1/3rd) of the Restricted Stock on each of the
first, second, and third anniversaries of the date the Restricted
Stock was granted, as applicable. Further, the forfeiture
restrictions on the Restricted Stock shall lapse upon: (i) the
termination of the employee’s employment with the Company:
(1) by the Company without cause or by reason of the
employee’s death or disability or (2) by the employee for
good reason, or (ii) a change in control of the Company, unless, as
provided in the award agreements, the awards are assumed or
substituted by the successor entity and the employee’s
employment is not terminated by the successor entity for cause or
by the employee without good reason within twenty-four months of
the change in control (with the forfeiture restrictions lapsing if
the employee’s employment is terminated by the successor
entity without cause or by the employee with good reason within
twenty-four months of the change in control).
Amendments to Severance Benefits Agreements
Additionally, the
Compensation Committee approved amendments to Mr. Sadowski’s
Severance Agreement dated as of November 30, 2020 and Mr.
Ingle’s Severance Benefits Agreement dated as of January 16,
2019 (together, the “Severance Benefits Agreements”).
The amendments to the Severance Benefits Agreement now provide that
if Mr. Sadowski or Mr. Ingle, as applicable, is terminated by the
Company without cause or by the applicable individual with good
reason, the applicable individual’s severance benefits period
is increased from 6 months to 12 months, which would entitle the
applicable individual to: (i) a lump sum payment equal to 12 months
of the applicable individual’s base annual salary; and (ii)
continuation of the applicable individual’s health and
welfare insurance benefits for 12 months.
In
addition, Mr. Sadowski and Mr. Ingle, as applicable, will be
entitled to receive: (i) in the case of a termination of employment
by the Company without cause or by the applicable individual with
good reason, and not in connection with or within 18 months
following a change of control of the Company, a lump sum payment
equal to the applicable individual’s annual incentive
compensation payout under the then-current annual incentive
compensation plan based on actual performance for the entire
performance period, prorated for the amount of time the applicable
individual was employed by the Company prior to the date of
termination during such performance period (“Actual Incentive Compensation
Payout”); or (ii) in the case of a termination of
employment by the Company without cause or by the applicable
individual with good reason, and in connection with or within 18
months following a change of control of the Company, a lump sum
payment equal to the applicable individual’s annual incentive
compensation payout based on the applicable individual’s
annual incentive compensation target payout, prorated for the
amount of time the applicable individual was employed by the
Company prior to the date of termination during such performance
period (“Target Incentive
Compensation Payout”) plus, if the Actual Incentive
Compensation Payment is more than the Target Incentive Compensation
Payment, then the applicable individual will receive an additional
lump sum payment equal to the difference between the Actual
Incentive Compensation Payment and the Target Incentive
Compensation Payment.
The
foregoing descriptions of Mr. Sadowski’s and Mr.
Ingle’s terms of severance benefits are not complete and are
qualified in their entirety by reference to the Amended and
Restated Severance Benefits Agreements, which are filed with this
Current Report on Form 8-K as Exhibits 10.1 and 10.2 and are
incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
Amended and
Restated Severance Benefits Agreement between Michael A. Sadowski
and AutoWeb, Inc. dated March 3, 2021.
Amended and
Restated Severance Benefits Agreement between Daniel R. Ingle and
AutoWeb, Inc. dated March 3, 2021.
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.
Date:
March 4, 2021
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AUTOWEB,
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President,
Chief
Legal Officer and Secretary
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