FALSE000151499100015149912021-01-152021-01-15
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): January 15,
2021
AMC Networks Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-35106
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Delaware |
27-5403694 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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11 Penn Plaza,
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New York, NY
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10001 |
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(Address of principal executive offices) |
(Zip Code) |
(212) 324-8500
(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:
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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)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class A Common Stock, par value $0.01 per share |
AMCX |
The |
NASDAQ |
Stock Market LLC |
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).
Emerging Growth Company ☐
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.
¨
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Employment Agreement with Christina Spade, Executive Vice President
and Chief Financial Officer
On January 12, 2021, the Board of Directors of AMC Networks Inc.
(the “Company”) appointed Christina Spade, age 51, as Executive
Vice President and Chief Financial Officer of the Company effective
January 15, 2021.
Ms. Spade was Executive Vice President, Chief Financial Officer of
ViacomCBS Inc. (formerly, CBS Corporation, which is the surviving
corporation from the merger of Viacom and CBS in December 2019)
from October 2018 through August 2020.
Prior to that, Ms. Spade served as Executive Vice President, Chief
Financial Officer and Strategy for Showtime Networks (“Showtime”)
since 2013.
Previously, Ms. Spade served as Senior Vice President, Affiliate
Finance and Business Operations for Showtime since 2003.
Prior to joining Showtime in 1997, Ms. Spade was an Audit Manager
with PricewaterhouseCoopers LLP in its Entertainment, Media and
Communications practice.
In connection with Ms. Spade’s appointment, Ms. Spade and the
Company entered into an employment agreement dated January 12, 2021
(the “Employment Agreement”), which became effective as of January
15, 2021 (the “Effective Date”). Ms. Spade will receive a minimum
annual base salary of $1,150,000 (subject to annual review and
potential increase in the discretion of the Compensation Committee
of the Board of Directors of the Company (the “Compensation
Committee”)) and an annual target bonus opportunity equal to 150%
of annual base salary in the discretion of the Compensation
Committee. Ms. Spade will be eligible for our standard benefits
program, subject to meeting the relevant eligibility requirements,
payment of required premiums and the terms of the plans.
The Employment Agreement provides that, beginning in 2021, it is
expected that Ms. Spade’s participation in the Company’s long-term
equity and other incentive programs will consist of annual grants
of cash and/or equity awards with a target value of not less than
$3,000,000, as determined by the Compensation Committee. In
addition, Ms. Spade will be eligible to receive, subject to Ms.
Spade’s continued employment with the Company, a one-time lump sum
cash bonus equal to $50,000, no later than 60 days following the
Effective Date.
If, prior to March 31, 2024 (the “Expiration Date”), Ms. Spade’s
employment with the Company is terminated (i) by the Company other
than for Cause (as defined in the Employment Agreement) or (ii) by
Ms. Spade for Good Reason (as defined in the Employment Agreement)
other than if Cause exists, then, subject to Ms. Spade’s execution
and effectiveness of a severance agreement satisfactory to the
Company (including, without limitation, a full and complete general
release in favor of the Company and its affiliates (subject to
customary carve outs) and non-competition, non-solicitation,
non-disparagement, confidentiality and further cooperation
obligations and restrictions on Ms. Spade), the Company will
provide Ms. Spade with the following benefits and
rights:
a.a
cash severance payment in an amount equal to not less than two
times the sum of Ms. Spade’s annual base salary and annual target
bonus as in effect at the time of termination of
employment;
b.a
prorated bonus for the year of termination and, to the extent
termination occurs prior to the payment of an annual bonus for the
preceding year, an annual bonus for the preceding year, in each
case, if and when other similarly situated employees receive
payment of bonuses for such years as determined by the Compensation
Committee in its sole discretion and subject to the satisfaction of
any applicable Company and business-unit performance objectives
without adjustment for individual performance;
c.each
of Ms. Spade’s outstanding long-term cash incentive awards and
performance-based restricted stock awards shall immediately vest in
full and be payable at the same time as such awards are paid to
active employees of the Company and the payment amount of such
awards shall be to the same extent that other similarly situated
active employees receive payment as determined by the Compensation
Committee (subject to the satisfaction of any applicable
performance criteria);
d.each
of Ms. Spade’s outstanding restricted stock or restricted stock
unit awards (including restricted stock unit awards that are
subject to achievement of a performance condition and restricted
stock unit awards that have no performance conditions) will
continue to vest in accordance with their original vesting
schedule;
e.each
of Ms. Spade’s outstanding stock options and stock appreciation
awards under plans of the Company, if any, will continue to vest in
accordance with their original vesting schedule and she will have
the right to exercise each of those options and stock appreciation
awards for the remainder of the term of such option or
award.
If Ms. Spade ceases to be an employee of the Company prior to the
Expiration Date as a result of her death or physical or mental
disability, and at such time Cause does not exist, subject to Ms.
Spade’s execution of a separation agreement (other than in the case
of death), the Company will pay Ms. Spade (or her estate or
beneficiary) the benefits and rights set forth in (b)
above, and each of Ms. Spade’s outstanding equity and cash
incentive awards will vest and pay in full, whether or not subject
to performance criteria. Any such award that is subject to
performance criteria will vest and pay at the target level unless
the performance measurement period for such award has been
completed prior to the date of termination, in which case the award
will vest and pay when and to the same extent as the awards held by
other employees, subject to the satisfaction of the performance
criteria.
In connection with any termination of Ms. Spade’s employment, other
than as specifically provided above, all equity or cash incentive
grants or awards she may then have outstanding will be treated in
accordance with their terms and nothing in the Employment Agreement
is intended to limit any more favorable rights to which Ms. Spade
is entitled under the terms of her equity or cash incentive grants
or awards, including in the event of a termination of employment, a
“going private transaction” or a “change of control” (as such terms
are defined in the award agreements).
The Employment Agreement contains certain covenants by Ms. Spade,
including a non-competition agreement that restricts Ms. Spade’s
ability to engage in competitive activities until the first
anniversary of the termination of her employment with the Company,
if such termination occurs prior to the Expiration
Date.
If any payment due under the Employment Agreement would result in
the imposition of an excise tax under Section 4999 of the Internal
Revenue Code, the Company will instead pay Ms. Spade either (a) the
amount of that payment or (b) the maximum amount that could be paid
to Ms. Spade without the imposition of the excise tax, depending on
whichever amount results in Ms. Spade receiving the greater amount
of after-tax proceeds.
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 thereunto duly
authorized.
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AMC Networks Inc. |
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Date: |
January 15, 2021 |
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By: |
/s/ Anne G. Kelly |
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Anne G. Kelly |
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Senior Vice President and Corporate Secretary |
