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): September 10, 2013
MAD CATZ INTERACTIVE, INC.
(Exact Name of Registrant as Specified in Charter)
| Canada | 001-14944 | N/A | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7480 Mission Valley Road, Suite 101
San Diego, California 92108
(Address of Principal Executive Offices)
(619) 683-9830
(Registrant’s telephone number, including area code)
Not applicable
(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:
| ¨ | 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 240.14.a-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 September 10, 2013, the independent members of the Company’s Board of Directors approved the salary increases set forth below for the Company’s named executive officers effective as of the beginning of the Company’s 2014 fiscal year (“FY”).
| Name |
Title |
FY 2013 Base Salary |
% Increase |
FY 2014 Base Salary |
||||||||||
| Darren Richardson |
President and Chief Executive Officer | $ | 410,966 | 3 | % | $ | 423,295 | |||||||
| Karen McGinnis (a) |
Chief Financial Officer | $ | 275,000 | — | $ | 275,000 | ||||||||
| Brian Andersen (b) |
Chief Operating Officer | $ | 261,043 | 3 | % | $ | 268,874 | |||||||
| Whitney Peterson |
Senior Vice President, Business Affairs and Secretary | $ | 267,194 | 3 | % | $ | 275,210 | |||||||
| (a) | Ms. McGinnis was hired as our Chief Financial Officer effective June 10, 2013. |
| (b) | Mr. Andersen’s base salary is shown in U.S. dollars for presentation purposes; however, Mr. Andersen is paid in British Pounds Sterling (“GBP”). Mr. Andersen’s FY 2013 and FY 2014 base salaries are GBP 163,152 and GBP 168,047, respectively. |
On September 10, 2013, the independent members of the Company’s Board of Directors also approved an executive bonus plan for the Company’s FY 2014. Bonuses awarded under the executive bonus plan will be based in part upon the Company’s EBITDA in FY 2014, as adjusted to exclude the impact of change in fair value of warrant liability, stock-based compensation, acquisition related fees and foreign currency exchange, consistent with the Company’s fiscal 2014 budget as previously approved by the Company’s Board of Directors, and in part based upon the shipment schedule of the Company’s previously announced M.O.J.O. micro-console. The target bonus percentage and maximum target bonus award for the Company’s named executive officers for the Company’s FY 2014 are set forth in the following table:
| Name |
Title |
Target Bonus Award as % of Salary |
Target Bonus Award |
|||||||
| Darren Richardson |
President and Chief Executive Officer | 60 | % | $ | 253,977 | |||||
| Karen McGinnis |
Chief Financial Officer | 50 | % | $ | 137,500 | |||||
| Brian Andersen (a) |
Chief Operating Officer | 50 | % | $ | 134,437 | |||||
| Whitney Peterson |
Senior Vice President, Business Affairs and Secretary | 50 | % | $ | 137,605 | |||||
| (a) | Mr. Andersen’s target bonus award is shown in U.S. dollars for presentation purposes; however, Mr. Andersen is paid in GPB. Mr. Andersen’s FY 2014 target bonus award is GBP 84,023. |
-2-
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.
| Date: September 11, 2013 | MAD CATZ INTERACTIVE, INC. | |||
| By: | /S/ KAREN MCGINNIS | |||
| Name: Karen McGinnis | ||||
| Its: Chief Financial Officer | ||||
-3-