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EX-99.1 - EX-99.1 - TANGOE INC | a16-13019_1ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 6, 2016
Tangoe, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-35247 |
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06-1571143 |
(State or Other Jurisdiction of |
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(Commission |
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(IRS Employer |
35 Executive Blvd., Orange, Connecticut |
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06477 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (203) 859-9300
(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):
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 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 June 6, 2016, Tangoe, Inc. (the Company) entered into an Employment Agreement (the Employment Agreement) with J.D. Foy, the Companys Acting Chief Executive Officer. Under the Employment Agreement, Mr. Foy is entitled to an annualized base salary of $600,000 and, as of the end of the Companys second fiscal quarter of 2016, Mr. Foy will cease receiving cash retainers for his service as a director of the Company until such time as Mr. Foy has both ceased serving as an employee of the Company and continues to serve as a director. The Employment Agreement provides that, subject to (i) the Companys ability to register the grant of such award on a Form S-8 and (ii) the approval of such award by the Board of Directors of the Company (the Board), Mr. Foy will be entitled to receive an award of 100,000 restricted stock units (RSUs) under the Companys 2011 Stock Incentive Plan, subject to vesting based on service, with one-sixth of such RSUs to be deemed vested as of June 2, 2016 and the remainder to vest in equal monthly installments through April 2, 2017. The Employment Agreement also provides that, upon the termination of Mr. Foys employment, the Board may determine in its discretion to award to Mr. Foy a cash or equity bonus, taking into account the Boards subjective judgment of Mr. Foys performance and outcomes achieved. Notwithstanding entry into the Employment Agreement, Mr. Foys employment with the Company remains at will.
The foregoing description of the Employment Agreement is qualified in its entirety by the full text of such agreement, which is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
See Exhibit Index attached hereto.
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.
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TANGOE, INC. | |
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Date: June 8, 2016 |
By: : |
/s/ Jay Zager |
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Jay Zager |