Attached files
| file | filename |
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| EX-99.1 - PREE RELEASE - Track Group, Inc. | ex99-1.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT - Track Group, Inc. | ex10-1.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): December 12, 2016
TRACK GROUP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-23153
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87-0543981
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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405 South Main Street
Suite 700
Salt Lake City, Utah 84111
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(Address of principal executive offices)
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(801)
451-6141
(Registrant’s telephone number, including area
code)
(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 240.14a
-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 Appointment of Certain Officers; Compensatory Arrangement
of Certain Officers.
On December 16, 2016,
Track Group, Inc. (the “Company”)
announced the appointment of Peter K. Poli, age 55, as the
Company’s Chief Financial Officer, effective January 6, 2017.
A copy of the press release announcing Mr. Poli’s appointment
is attached to this Current Report on Form 8-K as Exhibit
99.1.
Before joining the
Company, Mr. Poli served as the Chief Financial Officer of Grand
Banks Yachts Limited from August 18, 2014 through December 31,
2015. In addition, he served as an Executive Director of Grand
Banks Yachts from March 31, 2008 through October 28, 2015. Prior to
his time with Grand Banks Yachts Limited, Mr. Poli served as the
Chief Financial Officer for Acumen Fund Inc., USA, I-Works Inc., and as Vice
President and Chief Financial Officer of FTD.COM. Mr. Poli also
spent nine years as an Investment Banker with Dean Witter Reynolds,
Inc. and served as the CFO of a wholly-owned subsidiary of Morgan
Stanley Dean Witter from 1997 to 1999. In addition, Mr. Poli has
served as an Independent Director of Leapnet, Inc. since May 2000.
Mr. Poli holds BA in Economics and Engineering from Brown
University in 1983 and an MBA from Harvard Business School in
1987.
Under the terms of an
Employment Agreement between Mr. Poli and the Company, dated
December 12, 2016 (the “Employment
Agreement”), Mr. Poli will
serve as the Company's Chief Financial Officer for a period of
three years for a base salary equal to $240,000 per annum, and will
receive an option to purchase 100,000 shares of the Company’s
common stock at an exercise price per share equal to the closing
price of the Company’s common stock on the date approved by
the Board (the “Option”).
One-half of the Option is scheduled to vest on January 1, 2018, and
the remaining one-half is scheduled to vest on January 1,
2019.
There
are no relationships or related party transactions between the
Company or any of its executive officers or directors and Mr. Poli
that would require disclosure under Item 401(d) or 404(a) of
Regulation S-K, or arrangements or understandings in connection
with Mr. Poli's appointment not otherwise disclosed in this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
See
Exhibit Index.
Disclaimer.
The
description of the Employment Agreement is qualified, in its
entirety, by reference to the full text of the Employment
Agreement, a copy of which is attached here to this Current Report
on Form 8-K as Exhibit 10.1, and is incorporated by reference
herein.
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 thereunto duly authorized.
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Track
Group, Inc.
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Date:
December 16, 2016
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By:
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/s/ Guy Dubois
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Guy
Dubois
CEO and
Chairman
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Employment
Agreement, by and between Track Group, Inc. and Peter K. Poli,
dated December 12, 2016
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99.1
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Press
Release, dated December 16, 2016
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