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): November 14, 2012 (November 12, 2012)
PC Connection, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 0-23827 | 02-0513618 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| Rt. 101A, 730 Milford Road Merrimack, NH |
03054 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (603) 683-2000
N/A
(Former name or former address, if changed since last report)
| ¨ | 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.
On November 12, 2012, the Board of Directors (the “Board”) of PC Connection, Inc., a Delaware corporation (the “Company”) approved, upon the recommendation of the Company’s Compensation Committee (the “Committee”), an increase to the base salary of Mr. Timothy McGrath, the Company’s President and Chief Executive Officer, from $750,000 to $825,000, effective as of November 12, 2012. The Board also approved, upon the recommendation of the Committee, an equity award to Mr. McGrath of 175,000 restricted stock units. The units vest on the schedule set forth below:
| Units Granted |
Vesting Schedule | |
| 40,000 |
8/1/2013 | |
| 30,000 |
8/1/2014 | |
| 25,000 |
8/1/2015 | |
| 20,000 |
8/1/2016 | |
| 20,000 |
8/1/2017 | |
| 20,000 |
8/1/2018 | |
| 10,000 |
8/1/2019 | |
| 10,000 |
8/1/2020 |
Only 10% of the total shares of common stock underlying the restricted stock unit award may be sold in any 12-month period, beginning after August 1, 2013. Restrictions on the sale of vested shares lapse once Mr. McGrath reaches the age of 72.
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 hereunto duly authorized.
| Date: |
November 14, 2012 | PC CONNECTION, INC. | ||||||
| By: | /S/ JOSEPH DRISCOLL | |||||||
| Joseph Driscoll | ||||||||
| Executive Vice President, Treasurer, and | ||||||||
| Chief Financial Officer | ||||||||