Current Report Filing (8-k)
January 06 2020 - 4:31PM
Edgar (US Regulatory)
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 6, 2020
RigNet, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-35003
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76-0677208
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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15115 Park Row Blvd, Suite 300
Houston, Texas
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77084-4947
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(Address of principal executive offices)
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(Zip Code)
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(281) 674-0100
(Registrants 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):
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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(s)
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Name of each exchange
on which registered
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Common stock, $0.001 par value per share
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RNET
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NASDAQ
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.
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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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On January 6, 2020, RigNet, Inc. (the Company) issued a press
release announcing that its Board of Directors (the Board) has appointed Errol Olivier to serve as Senior Vice President and Chief Operating Officer of the Company, effective immediately.
Prior to joining the Company, Mr. Olivier served as a strategic advisor to the remote communications industry from July 2015 to January 2020. From May
2011 to July 2015, Mr. Olivier worked as President of MTN Satellite Communications and as Chief Executive Officer from December 2011 until July 2015. Mr. Olivier was Chairman, President and Chief Executive Officer of Broadpoint from March
2008 until June 2010. He worked at CapRock Communications from 1990 until 2007 with increasing levels of responsibility, serving as President and Chief Operating Officer from January 2002 until he left the company.
Upon the commencement of his employment, Mr. Olivier will receive an annual base salary of $310,000 and beginning in 2021 will be eligible to participate
in the Companys Short-Term Incentive Plan with a target payout of 100% of his base salary. Mr. Olivier will also be recommended to the Board for participation in the Companys Long-Term Incentive Plan in 2021 at 100% of his annual
base salary. The Company has agreed to issue a one-time inducement grant of equity with a target value equal to 200% of his base salary, conditional upon continued employment, achievement of Adjusted EBITDA
(as defined by the Board), and stock performance over a three-year period, with specific terms to be set forth in mutually acceptable equity agreements.
There are no family relationships between Mr. Olivier and any director or executive officer of the Company and there are no transactions between
Mr. Olivier and the Company that would be reportable under Item 404(a) of Regulation S-K.
In addition, the
Company announced in the same press release that Jay Hilbert, Senior Vice President and Chief Sales Officer, will be leaving the Company as of January 6, 2020, to pursue other opportunities. Pursuant to a severance agreement the Company entered
into with Mr. Hilbert, he will receive (i) a severance payment of $285,000, (ii) COBRA benefits of $12,000, and (iii) accelerated vesting of certain equity incentives. In addition, the Company entered into a consulting agreement with
Mr. Hilbert related to the transition of certain matters through March 31, 2020, pursuant to which the Company will pay Mr. Hilbert an additional $14,750 per month during the term of the agreement and provides for certain incentive
payments depending on achievement of specific milestones.
Item 7.01.
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Regulation FD Disclosure.
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A copy of the press release issued by the Company announcing the hiring of Mr. Olivier and the departure of Mr. Hilbert is attached as Exhibit 99.1
to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act)
or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:
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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RIGNET, INC.
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By:
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/s/ Brad Eastman
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Brad Eastman
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Senior Vice President & General Counsel
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Dated: January 6, 2020
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