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 27, 2015
GOODMAN NETWORKS INCORPORATED
(Exact name of registrant as specified in its charter)
| Texas | 333-186684 | 74-2949460 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6400 International Parkway, Suite 1000 Plano, Texas |
75093 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 406-9692
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 27, 2015, Goodman Networks Incorporated (the “Company”) and Cari Shyiak (the “Executive”) entered into a separation agreement and general release (the “Separation Agreement”) under which the Company resolved all matters related to the Executive’s separation from employment with the Company without cause, including all matters arising under the Employment Agreement, by and between the Company and the Executive, effective as of February 18, 2013, as amended (the “Employment Agreement”). The Executive’s departure was not the result of any material disagreement with the Company regarding its operations, policies or practices.
In connection with the Separation Agreement, Executive will receive cash severance payments totaling eighteen (18) months of the Executive’s base salary payable in accordance with the Employment Agreement. In exchange for such consideration, the Executive acknowledged and agreed that, among other things, he had been paid all remuneration owed to him by the Company. The Executive also granted a general release in favor of the Company.
The Separation Agreement also includes, among other things, customary non-disparagement and confidentiality provisions.
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.
| GOODMAN NETWORKS INCORPORATED | ||||||
| Date: December 3, 2015 | By: | /s/ Ron B. Hill | ||||
| Name: | Ron B. Hill | |||||
| Title: | Chief Executive Officer, President and Executive Chairman | |||||