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) November 18, 2015
PCTEL, Inc.
(Exact name
of registrant as specified in its charter)
|
|
|
|
|
| Delaware |
|
000-27115 |
|
77-0364943 |
| (State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
471 Brighton Drive
Bloomingdale, Illinois 60108
(Address of Principal Executive Offices, including Zip Code)
(630) 372-6800
(Registrant’s telephone number, including area code)
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(b)) |
| ¨ |
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
Election of Directors
On November 18, 2015, the Board of Directors appointed Ms. Gina Haspilaire to the Board of Directors of the Company as a Class I Director whose term
will expire at the 2018 annual meeting of the shareholders. Ms. Haspilaire will serve on the Compensation Committee. In connection with her service on the Board of Directors, Ms. Haspilaire will receive a one-time grant of restricted
shares equivalent to $50,000 based upon the closing price of PCTEL common stock as represented by NASDAQ as of her first date of service, which will vest in equal annual installments over three years. In addition, Ms. Haspilaire will receive a
pro-rata portion of the annual cash retainer and grant of PCTEL common stock received by all directors, as well as a fee for serving on the Compensation Committee and for attendance at Board and committee meetings, all as described in item 10 of
PCTEL’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2015. With the addition of Ms. Haspilaire, there are eight (8) directors serving on the Board of Directors.
Compensatory Arrangement with Named Executive Officers
On November 19, 2015, the Board, upon the recommendation of the Compensation Committee after consultation with its independent compensation consultant,
approved a restricted stock grant of 75,000 shares to David Neumann, Senior Vice President and General Manager—RF Solutions, a named executive officer of the company. The restricted stock will vest over four (4) years, with no shares
vesting in the first two years and 50% of the shares vesting on each of the third and fourth anniversaries of the grant, provided that Mr. Neumann remains an employee of the Company on the applicable vesting date.
As previously reported, on April 17, 2015 the Compensation Committee granted to Anthony Kobrinetz, the Company’s Vice President, Site Solutions
Operations, Chief Technology Officer and Export Compliance Officer, in addition to his 2015 base salary and participation in the 2015 Short-Term Incentive Plan (as set forth in the Company’s Current Report on Form 8-K dated March 19,
2015), the opportunity to earn an equity award of up to 7,000 shares of PCTEL common stock based upon achievement of two performance measures in 2015. On November 19, 2015, the Compensation Committee determined that Mr. Kobrinetz had
achieved one of the performance measures and earned 5,250 shares. The Board, upon recommendation of the Compensation Committee, approved the award of the entire 7,000 shares. The shares will be issued on December 31, 2015 and will be fully
vested on such date.
Item 9.01 Exhibits.
|
|
|
|
|
| 99.1 |
|
Press release dated November 20, 2015 announcing the appointment of Ms. Gina Haspilaire to the Board of Directors. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
PCTEL, Inc. |
|
|
|
|
|
|
|
|
By: |
|
/s/ John W. Schoen |
| Date: November 24, 2015 |
|
|
|
|
|
John W. Schoen, Chief Financial Officer |
Exhibit 99.1
PCTEL Appoints New Director
Industry Veteran Gina Haspilaire Brings Broad Telecom and International Experience to PCTEL
BLOOMINGDALE, Ill. – November 20, 2015 — PCTEL, Inc. (NASDAQ:PCTI), a leader in Performance Critical Telecom
solutions, announced today that its Board of Directors appointed Gina Haspilaire as its newest Director. Haspilaire currently serves as the Chief Human Resource Officer of Reliance Communications (Enterprise) and Global Cloud Xchange. She has held
executive and leadership positions at Henkel, PACNET, Heidrick and Struggles, and AT&T. She received her MBA from Columbia University and a BS in Mathematics and Computer Science from St. John’s University in New York.
“Gina is an outstanding addition to our board with a broad set of experiences and skills that will help PCTEL get to the next level,” said Marty
Singer, PCTEL’s Chairman and CEO. “As PCTEL makes the transition to delivering cloud-based analytics and broad telecom solutions, our shareholders will benefit from Gina’s experience with global networks and technology. We are really
pleased to have her on the board,” added Singer.
“I’m delighted to join a company that has made a 14 year transition from discrete
products to wireless services and solutions,” said Gina Haspilaire, PCTEL’s newest Director. “I look forward to being part of an active board and working with Marty’s team,” added Haspilaire.
Haspilaire will serve on the Compensation Committee. Her initial term is until June, 2018. PCTEL’s Board has eight (8) directors at this time.
About PCTEL
PCTEL, a global provider of RF expertise,
delivers Performance Critical Telecom solutions to the wireless industry. PCTEL benchmarks and optimizes wireless networks with its data tools, engineering services, and RF products. PCTEL’s antennas and site solutions are
vital elements for networks serving SCADA, fleet management, health care, public safety, and education.
PCTEL’s RF Solutions products
and services improve the performance of wireless networks globally. PCTEL’s performance critical products include its MXflex®, IBflex®, and EXflex® scanning receivers and related SeeHawk® Touch, SeeHawk® Collect, and SeeWave® tools. PCTEL’s sophisticated engineering services utilize these products as well as the SeeHawk™ Analytics
portfolio (Network Analytics, Subscriber Analytics, Map Analytics, and Business Intelligence).
PCTEL Connected Solutions designs and
delivers performance critical antennas and site solutions for public and private wireless networks globally. PCTEL’s performance critical antenna solutions include high rejection and high performance GPS and GNSS products, the industry leading
Yagi portfolio, mobile and indoor LTE, broadband, and LMR antennas and PIM-rated antennas for transit, in-building, and small cell applications. We leverage our design, logistics, and support capabilities to deliver performance critical antenna and
site solutions into carrier, railroad, utility applications, oil and gas, and other vertical markets.
PCTEL’s products are sold worldwide through
direct and indirect channels. For more information, please visit the company’s web sites: pctel.com, antenna.com, or rfsolutions.pctel.com
# # #
For further information contact:
Jack Seller
Public Relations
PCTEL, Inc.
(630)339-2116
jack.seller@pctel.com
PCTEL (NASDAQ:PCTI)
Historical Stock Chart
From Mar 2024 to Apr 2024
PCTEL (NASDAQ:PCTI)
Historical Stock Chart
From Apr 2023 to Apr 2024
