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| EX-99.1 - PRESS RELEASE - COMVERGE, INC. | exhibit99_1.htm |
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 reported event): February 18,
2010
Commission
File No. 001-33399
______________
COMVERGE,
INC.
(Exact
name of registrant as specified in its charter)
______________
|
DELAWARE
|
22-3543611
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
120
Eagle Rock Avenue, Suite 190
East
Hanover, New Jersey 07936
(Address
of Principal Executive offices) (Zip Code)
Registrant’s
Telephone Number, including Area Code: (973) 884-5970
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 – Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment
of President and Chief Executive Officer
On
February 18, 2010, the board of directors (the "Board") of Comverge, Inc.
appointed R. Blake Young as President and Chief Executive Officer the
Company. Mr. Young has served as a member of the Board since 2006 and
will continue to serve as a non-independent director, but will no longer serve
on the Board’s presently constituted committees. Mr. Young previously
served as chairman of the compensation committee and as a member of nominating
and corporate governance committee of the Board.
Mr.
Young, 51, was the founder and Managing Partner of Cap2ity Consulting Group, a
business, technology and management consulting group from June 2009 to February
2010. Previously, he served as Senior Vice President, Global IT &
Technology for BG Group, a global energy company based in London from January
2007 to June 2009. Prior to that, Mr. Young held various senior
management positions with Dynegy Inc., including Executive Vice President and
Chief Administrative Officer as well as Executive Vice President & President
of Global Technology from 1998 to 2005. He also served as President
of Illinois Power Company, Dynegy's electric and gas transmission and
distribution company. Prior to his eight years at Dynegy, Mr. Young
served as Chief Information Officer of the US Grocery Division of Campbell Soup
Company. Before that, Mr. Young had a 14-year career with Tenneco
Energy, an integrated natural gas transporter and marketer, where he served in a
number of senior administrative and commercial management positions, including
Chief Information Officer and Executive Director of national
accounts. Mr. Young received a Bachelor of Science degree from
Louisiana State University.
On
February 18, 2010, Comverge entered into an employment agreement with Mr. Young
in connection with his appointment as President and Chief Executive Officer. The
agreement was effective as of February 18, 2010 and has a three year term,
unless earlier terminated pursuant to the provisions of the
agreement. Mr. Young's employment agreement provides for an annual
base salary of $450,000. Mr. Young will also have the opportunity to earn annual
cash and equity bonuses based on his achievement of performance criteria
established by the Compensation Committee of the Board. In addition,
Mr. Young may also participate in any benefit programs generally applicable to
other Comverge employees.
Pursuant
to the terms of his employment agreement, Mr. Young also received a stock option
award of 368,000 shares of Comverge common stock that will vest and become
exercisable in a series of sixteen successive quarterly installments beginning
on May 18, 2010, with the final installment vesting on February 18,
2014. In addition, Mr. Young received a restricted stock award of
92,000 shares of Comverge common stock, of which 46,000 shares are subject to a
repurchase right by Comverge until their vesting on February 18, 2012 and 46,000
shares are subject to a repurchase right by Comverge until their vesting on
February 18, 2013. All of these awards will be subject to the terms
and conditions of the Amended and Restated Comverge, Inc. 2006 Long-term
Incentive Plan and are issued pursuant to the restricted stock notice agreement
and the option notice agreement currently in use by Comverge for executives
generally. Mr. Young may terminate his employment at any time, upon providing
thirty (30) days advance notice, with or without Good Reason (as defined in the
employment agreement) and Comverge has the right to terminate Mr. Young’s
employment agreement with or without Cause (as defined in the employment
agreement) at any time. If Mr. Young’s employment is terminated
without Cause or for Good Reason, Mr. Young will be entitled to (i) any unpaid
earned salary, medical benefits, vested stock options and vested restricted
stock; (ii) any unpaid but earned vacation, (iii) any incurred but unpaid
ordinary and necessary business expenses and (iv) severance pay equal to two
times his annual base salary and target cash bonus, provided, however, that if
such termination occurs concurrently with or within twenty-four (24) months
following a Change in Control (as defined in the employment agreement), the
severance pay will be equal to three times his annual base salary and target
cash bonus. The agreement contains confidentiality, non-solicitation,
and non-compete provisions similar to those found in the agreements with other
Comverge executive officers.
There is
no arrangement or understanding between Mr. Young and any other persons pursuant
to which he was selected as President and Chief Executive
Officer. Mr. Young does not have any family relationships with any
director, executive officer or person nominated by Comverge to become a director
or executive officer. There are no relationships between Mr. Young
and Comverge or any of Comverge's subsidiaries that would require disclosure
pursuant to Item 404(a) of Regulation S-K.
The
foregoing description of Mr. Young’s employment agreement is not complete and is
qualified in its entirety by reference to text of the employment agreement, a
copy of which will be included in a subsequent filing.
Appointment
to Board of Directors
On
February 18, 2010, the Board appointed Michael D. Picchi as a non-independent
director to the Board effectively immediately, in accordance with Comverge's
Bylaws and Certificate of Incorporation. The Board determined that
Mr. Picchi shall be a Class I director and as such, shall serve until the 2011
annual meeting of stockholders, subject to the election and qualification of a
successor or successors, or until his earlier death, resignation or
removal. Mr. Picchi currently serves as Executive Vice President and
Chief Financial Officer of the Company, and prior to Mr. Young’s appointment
served as Interim President and Chief Executive Officer the
Company.
Mr.
Picchi, age 42, joined Comverge in February 2006 as Senior Vice President, Chief
Accounting Officer responsible for all accounting functions, and was named
Executive Vice President, Chief Financial Officer in June 2006. From July 2004
to February 2006, Mr. Picchi was Senior Vice President – Finance and Controller
for publicly-traded PRG-Schultz International, Inc., an audit recovery services
firm. From February 2003 to July 2004, Mr. Picchi served as Chief Accounting
Officer – Corporate Controller for Randstad North America, the U.S. operations
of temporary staffing labor firm, Randstad Holding, B.V. From November 1999 to
January 2003, Mr. Picchi served as Vice President – Finance for publicly-traded
AirGate PCS, Inc., a Sprint PCS wireless affiliate. Mr. Picchi began
his career at Coopers & Lybrand LLP and is a certified public accountant and
chartered financial analyst. He obtained a B.S. in Accounting and an M.B.A. in
Finance from Indiana University.
There is
no arrangement or understanding between Mr. Picchi and any other person pursuant
to which he was selected as a director of the Company. Mr. Picchi
does not have any family relationships with any director, executive officer or
person nominated by Comverge to become a director or executive officer. There
are no relationships between Mr. Picchi and Comverge or any of Comverge’s
subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
Currently, the Board committees are
made up of entirely independent directors, as follows: Audit Committee: Alec
Dreyer (Chairman), Larry Jones and Scott Ungerer; Compensation Committee: Joe
O’Donnell (Chairman), Nora Brownell and Alec Dreyer; and Nominating and
Corporate Governance Committee: Nora Brownell (Chairman), Joe O’Donnell, and
Scott Ungerer.
On
February 22, 2010, Comverge issued a press release announcing the appointment of
Mr. Young as President and Chief Executive Officer and the appointment of
Michael Picchi as a member of the board of directors. A copy of the
press release is furnished as Exhibit 99.1 to this report.
None of
the information furnished in Item 7.01 and the accompanying Exhibit 99.1 will be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor will it be incorporated by reference into any registration
statement filed by Comverge under the Securities Act of 1933, as amended, unless
specifically indentified therein as being incorporated therein by
reference.
Item
9.01 – Financial Statements and Other Exhibits
|
Exhibit No.
|
Description
|
|
99.1
|
Press
release, dated February 22, 2010 (furnished
herewith)
|
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, hereunto duly
authorized.
COMVERGE,
INC.
By: /s/ Michael
Picchi
Name: Michael
Picchi
Title: Executive
Vice President and
Chief Financial
Officer
Dated:
February 24, 2010
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Exhibit No.
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Description
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|
99.1
|
Press
release, dated February 22, 2010 (furnished
herewith)
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