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EX-10.1 - EX-10.1 - MasterCraft Boat Holdings, Inc.a16-17515_1ex10d1.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 of earliest event reported): August 25, 2016

 


 

MCBC Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware

 

001-37502

 

06-1571747

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

100 Cherokee Cove Drive
Vonore, Tennessee

 

37885

(Address of Principal Executive Offices)

 

(Zip Code)

 

(423) 884-2221

(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:

 

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

 

Performance Stock Unit Awards

 

On August 25, 2016, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company granted performance stock units (“PSUs”) under the MCBC Holdings, Inc. 2015 Incentive Award Plan (the “2015 Plan”) to certain of the Company’s officers, including its named executive officers, effective August 25, 2016.  The awards will be earned based upon the Company’s performance, over a three-year period, measured by an increase in Adjusted EBITDA Margin. The “Performance Period” for the awards is a three-year period commencing July 1, 2016 and ending June 30, 2019.

 

Following the determination of the Company’s achievement with respect to the Adjusted EBITDA Margin criteria for the Performance Period, the vesting of each award will be subject to adjustment based upon the application of a total shareholder return (“TSR”) modifier. Depending on Company TSR relative to Performance Comparison Group TSR, the number of PSUs subject to vesting pursuant to each award can be modified as follows:

 

Relative TSR Level

 

Relative TSR
Multiplier

 

 

 

 

 

25th percentile or less

 

-20

%

 

 

 

 

50th percentile

 

0

%

 

 

 

 

 75th percentile

 

20

%

 

 

 

 

 90th percentile or greater

 

 30

%

 

The form of Performance Stock Unit Award Agreement under the 2015 Plan is attached as Exhibit 10.1 on this Current Report on Form 8-K.

 

The table below sets forth the number of PSUs awarded to the Company’s named executive officers by the Committee:

 

Executive/Title

 

Number of PSUs
Granted (# of
shares)

 

 

 

 

 

Terry McNew

President and Chief Executive Officer

 

20,253

 

 

 

 

 

Timothy M. Oxley

Chief Financial Officer

 

6,392

 

 

ITEM 9.01.                   FINANCIAL STATEMENTS AND EXHIBITS

 

(d)                   Exhibits

 

10.1            Form of Performance Stock Unit Award Agreement under 2015 Incentive Award Plan

 

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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.

 

 

MCBC HOLDINGS, INC.

 

 

 

 

Dated: August 26, 2016

/s/ Timothy M. Oxley

 

Timothy M. Oxley

 

Chief Financial Officer, Treasurer and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

Exhibit 10.1

 

Form of Performance Stock Unit Award Agreement under 2015 Incentive Award Plan

 

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