Attached files
| file | filename |
|---|---|
| EX-10.1 - Stagwell Inc | v209137_ex10-1.htm |
| EX-10.2 - Stagwell Inc | v209137_ex10-2.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 Earliest Event reported) — January 26, 2011 (January 20,
2011)
MDC
PARTNERS INC.
(Exact
name of registrant as specified in its charter)
|
Canada
(Jurisdiction
of Incorporation)
|
001-13718
(Commission
File Number)
|
98-0364441
(IRS
Employer Identification No.)
|
45
Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address
of principal executive offices and zip code)
(416)
960-9000
(Registrant’s
Telephone Number)
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:
|
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
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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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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 20, 2011, the Compensation
Committee (the “Committee”) of the Board of Directors (the “Board”) of MDC
Partners Inc. (the “Company”) approved new Extraordinary Equity Value
Appreciation Restricted Stock Award arrangements (“EVARs”) under the Company’s
2005 Stock Incentive Plan (as amended, the “Plan”), in which senior management
of the Company, including its named executive officers, will
participate. The EVARs are designed to closely align the interests of
the Company’s management with its shareholders, and to reward members of the
management team for extraordinary shareholder value creation based on objective
financial performance measures. The EVARs are consistent with the
Company’s pay-for-performance approach to its executive compensation
policies.
Each EVAR consists of the right to
receive potential grants of restricted stock or restricted stock units (“RSUs”)
under the Plan, but only if specified stock price targets are achieved during
the 3-year measuring period and subject to continued
employment. Shares of restricted stock or RSUs granted in connection
with the EVARs will be eligible to vest or be settled, as the case may be, on
December 31, 2013. The maximum number of shares of restricted stock
or RSUs eligible to be granted under the EVAR program to each named executive
officer, and certain other executive officers, is as follows:
|
Participant
|
Shares of Restricted Stock or RSUs Eligible for
Grant
|
|
Miles
S. Nadal
|
1,000,000
|
|
Robert
Dickson
|
50,000
|
|
David
B. Doft
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50,000
|
|
Mitchell
S. Gendel
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50,000
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Stephen
Pustil
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50,000
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Michael
Sabatino
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50,000
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Gavin
Swartzman
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50,000
|
The first 10% of each EVAR will be
granted in January 2011. Grants of restricted stock or RSUs with
respect to the remaining 90% of each EVAR are conditioned on the Company
achieving stock price appreciation targets prior to December 31, 2013 as
follows:
|
15-Day Weighted Average Trading Price on
NASDAQ
|
Restricted Stock or RSUs Granted under
EVAR
|
|
$20.00
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30%
|
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$22.75
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30%
|
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$26.25
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30%
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Subject to continued employment, all
EVARs will accelerate in full into grants of vested stock or fully-vested RSUs
in the event the Company undergoes a “change of control” (as defined in the EVAR
Grant Agreement) prior to December 31, 2013 at a stock price equal to or greater
than $22.75 per share.
The foregoing description is qualified
in its entirety by reference to the Plan (previously filed by the Company as
Exhibit 10.1 to the Company’s Form 8-K filed on June 5, 2009) and the form of
EVAR Grant Agreement and EVAR Letter Agreement, each of which are attached as
Exhibits to this Form 8-K.
2
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
|
|
10.1
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Form
of EVAR Grant Agreement.
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10.2
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Form
of EVAR Letter Agreement.
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3
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed by the undersigned hereunto duly
authorized.
|
Date: January
26, 2011
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MDC
Partners Inc.
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||
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By:
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/s/ David C. Ross
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||
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David
C. Ross
Associate
General Counsel &
Assistant
Secretary
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