Current Report Filing (8-k)
November 24 2015 - 6:02AM
Edgar (US Regulatory)
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
US ECOLOGY, INC.
(Exact name of Registrant as specified in its Charter)
Delaware |
|
0-11688 |
|
95-3889638 |
(State or other jurisdiction) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
251 E. Front Street, Suite 400 |
|
|
Boise, Idaho |
|
83702 |
(Address of principal executive offices) |
|
(Zip Code) |
(208) 331-8400
(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:
¨ 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(e) Compensatory Arrangements
of Certain Officers.
On November 18, 2015, Board
of Directors (the “Board”) of US Ecology, Inc. (the “Company”) approved the base
salary, Management Incentive Plan and related target percentages, and certain equity awards for each of the Named Executive
Officers.
Base
Salary
The
base salary of each of the Company’s Named Executive Officers was approved as set forth in the table below; effective with
the first payroll of 2016.
Named Executive Officer |
2016 Base Salary |
Jeffrey R. Feeler
President and Chief Executive Officer |
$485,000 |
Steven D. Welling
Executive Vice President of Sales and
Marketing |
$340,000 |
Simon G. Bell
Executive Vice President of Operations
– Environmental Services |
$316,500 |
Mario Romero
Executive Vice President of Operations
– Field and Industrial Services |
$316,500 |
Eric L. Gerratt
Executive Vice President and Chief Financial
Officer |
$316,500 |
2016 Management Incentive Plan
The Board approved the 2016 Management
Incentive Plan (“2016 MIP”) under which each Named Executive Officer (each a “Participant”)
shall be eligible to receive a cash incentive payment for fiscal year 2016 (“Plan Year”) based upon the achievement
of four independent objectives: (1) financial; (2) individual performance; (3) health and safety; and (4) compliance (each a “Plan
Objective”). The payout available for achievement of 100% of each Plan Objective is a percentage of a Participant’s
annual base salary (“Target Incentive”). The Target Incentive is 90% of base salary for Mr. Feeler, 65% of base
salary for Mr. Welling and 60% of base salary for each of Messrs. Bell, Gerratt and Romero. The amount available for achievement
of a Plan Objective is weighted as a percentage of a Participant’s Target Incentive and may be earned even if the threshold
performance is not met for another Plan Objective.
The portion of a Participant’s Target
Incentive based on financial performance (“Finance Target Incentive”) increases with every percentage
point over 79% of the Company’s Board approved consolidated operating income target (“Base MIP Target”)
and is weighted at 50% of a Participant’s Target Incentive. No Finance Target Incentive will be awarded if 79% of the Base
MIP Target is not achieved. For every percentage point achievement over 79% of the Base MIP Target, up to and including 89%, a
Participant shall earn 2.33% of the Finance Target Incentive. For every percentage point achievement over 89% of the Base MIP Target,
up to and including 100%, a Participant shall earn 6.98% of the Finance Target Incentive. Upon 100% achievement of the Base MIP
Target, 100% of the Finance Target Incentive shall be available to a Participant. In the event the Company exceeds the Base MIP
Target, the Participants shall be eligible for an additional incentive payment in an amount calculated by multiplying their respective
salaries by an additional 4.5% for every 1% increase over the Base MIP Target and multiplying the resulting product by 50%. The
additional incentive payment based on exceeding the Base MIP Target is capped at one times the Participant’s Target Incentive
for an aggregate potential incentive payment of two times the Participant’s Target Incentive.
Up to 30% of a Participant’s Target
Incentive shall be awarded, at the sole discretion of the Compensation Committee of the Board (“Administrator”),
based on the Participant’s individual performance, including team work, achievement of established annual priorities, effective
use of Company resources and other evaluative factors as determined by the Administrator.
Metrics for the health and safety objective
are weighted cumulatively at 10% of a Participant’s Target Incentive and individually at approximately 3.33%. The Company-wide
metrics, as set and approved by the Board, include Total Recordable Incident Rate, Days Away Restricted Time and Lost Time Incident.
The metric for the compliance objective
is the avoidance of Notices of Violation or Enforcement with monetary penalties during the Plan Year and is weighted at 10% of
a Participant’s Target Incentive. The Target Incentive related to compliance shall be earned based on a determination by
the Administrator, taking into consideration, among other things, the dollar amount of a monetary penalty paid (or accrued under
generally accepted accounting principles) in the Plan Year, severity of the Notices of Violation or Enforcement, regulatory basis
for penalty and respective fact patterns.
2016 Equity Awards
The Board approved the award of stock options
and restricted stock to the Named Executive Officers with a grant date of January 4, 2016. The value of the shares underlying each
award of options and restricted stock shall be equal to the amounts set forth in the table below as of the grant date. Options
will vest in equal annual installments over three years and restricted shares will have “cliff” vesting upon the third
anniversary of the grant date. The exercise price for each option shall be the closing market price of the Company’s common
stock on January 4, 2016 and each option shall have a ten-year term.
The Board also approved the award of Performance
Stock Units, with each Named Executive Officer eligible to receive 0% to 200% of the target number of PSUs granted (“Target
PSUs”), based on the Company’s Total Stockholder Return (“TSR”) relative to the TSR of the S&P
600 (50% of Target PSUs) and the TSR of certain companies in the environmental and facilities services industry (50% of Target
PSUs) over the three-year performance period beginning January 1, 2016. The value of the shares underlying the Target PSUs shall
be equal to the amounts set forth in the table below as of the grant date.
Named Executive Officer |
Stock Options |
Restricted
Stock |
Performance Stock Units |
Jeffrey R. Feeler
President and Chief Executive Officer |
$150,000 |
$375,000 |
$225,000 |
Steven D. Welling
Executive Vice President of Sales and
Marketing |
$55,000 |
$137,500 |
$82,500 |
Simon G. Bell
Executive Vice President of Operations
– Environmental Services |
$55,000 |
$137,500 |
$82,500 |
Mario Romero
Executive Vice President of Operations
– Field and Industrial Services |
$55,000 |
$137,500 |
$82,500 |
Eric L. Gerratt
Executive Vice President and Chief Financial
Officer |
$55,000 |
$137,500 |
$82,500 |
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, thereunto duly authorized.
|
US Ecology, Inc. |
|
(Registrant) |
|
|
|
|
|
|
Date: November 23, 2015 |
/s/ Eric L. Gerratt |
|
Eric L. Gerratt
Executive Vice President and Chief Financial Officer |
US Ecology (NASDAQ:ECOL)
Historical Stock Chart
From Mar 2024 to Apr 2024
US Ecology (NASDAQ:ECOL)
Historical Stock Chart
From Apr 2023 to Apr 2024