Current Report Filing (8-k)
June 30 2015 - 9:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (date of earliest event reported)
STEINER LEISURE LIMITED
(Exact name of registrant as specified in its charter)
Commonwealth of The Bahamas
(State or other jurisdiction of incorporation)
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0-28972
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98-0164731
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(Commission File Number)
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(IRS Employer Identification No.)
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Suite 104A, Saffrey Square
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P.O. Box N-9306
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Nassau, The Bahamas
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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(242) 356-0006
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
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(e)
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On June 29, 2015, Glenn Fusfield, President and Chief Operating Officer of the Steiner Transocean Limited subsidiary (the “Company”) of Steiner Leisure Limited, entered into an amendment (the “Amendment”) to his employment agreement with the Company, providing for revised parameters for the annual incentive bonus formula for Mr. Fusfield. The new parameters are as follows: Mr. Fusfield shall be eligible each year to receive an incentive bonus ranging from 37.5% to 150% of his then current base salary, with a specified target incentive bonus equal to 75% of his then current base salary.
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The above summary of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.36(a) and incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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10.36(a)
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Amendment No. 1 to Employment Agreement between Steiner Transocean Limited and Glenn Fusfield
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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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STEINER LEISURE LIMITED
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Date: June 30, 2015
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/s/ Leonard I. Fluxman
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Leonard I. Fluxman
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President and Chief Executive Officer
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Exhibit 10.36(a)
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made the 29th day of June, 2015, to be effective as indicated herein, by and between Glenn Fusfield (“Employee”) and Steiner Transocean Limited, a Bahamas international business company (the “Company”).
WITNESSETH:
WHEREAS, the Company and Employee entered into an Employment Agreement December 19, 2011 (the “Employment Agreement”); and
WHEREAS, Employee and the Company desire to amend the Employment Agreement as reflected in this Amendment to reflect action of the Compensation Committee of the board of directors of Steiner Leisure Limited, the Company’s parent company.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements hereinafter contained, the parties hereto agree as follows:
Unless otherwise stated, all capitalized terms herein that are not otherwise defined shall have the meanings set forth in the Employment Agreement.
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2.
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Section 3(a)(ii) (“Incentive Bonus”)
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The first paragraph of Section 3(a)(ii) of the Employment Agreement is hereby deleted and replaced with the following:
Incentive Bonus. Employee shall be eligible to receive a bonus (the “Incentive Bonus”) based on a formula and performance criteria approved annually by the Compensation Committee of the Board (the “Committee”), in its sole discretion, provided, however, that Employee shall be eligible each Year to receive an Incentive Bonus ranging from 37.5% to 150% of his then current Base Salary, with a specified target Incentive Bonus equal to 75% of his then current Base Salary (the "Target Incentive Bonus").
This Amendment shall be effective as of January 1, 2015.
Except as provided in this Amendment, (i) the Employment Agreement shall remain in full force and effect in accordance with its terms and (ii) this Amendment shall be incorporated into the Employment Agreement and be subject to all of the terms, obligations and conditions as set forth therein.
In the event there are any conflicts between the terms of this Amendment and the terms of the Employment Agreement, the terms of this Amendment will control.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the day and year first above written.
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STEINER TRANSOCEAN LIMITED
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| /s/ Glenn Fusfield |
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By: |
/s/ Leonard Fluxman |
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| Glenn Fusfield |
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Name: Leonard Fluxman |
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Title: President and CEO |
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