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): May 8, 2018
ConvergeOne Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38053 | 81-4619427 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 3344 Highway 149 Eagan, MN |
55121 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 321-6227
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 obligations 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 8, 2018, the compensation committee (the “Compensation Committee”) of the board of directors of ConvergeOne Holdings, Inc. approved the 2018 base salaries and discretionary bonus programs for our named executive officers, as set forth in the table below. Payment of the 2018 annual target performance bonus for each such named executive officer is discretionary upon the subjective assessment and determination made by the Compensation Committee.
| Name |
2018 Base Salary | Total 2018 Target Performance Bonus as a Percentage of Base Salary |
Total 2018 Target Performance Bonus Amount |
|||||||||
| John A. McKenna, Jr. President and Chief Executive Officer, Chairman of the Board |
$ | 600,000 | 100% | $ | 600,000 | |||||||
| Jeffrey Nachbor Chief Financial Officer |
$ | 400,000 | 100% | $ | 400,000 | |||||||
| John F. Lyons President, ConvergeOne Enterprise |
$ | 400,000 | 100% | $ | 400,000 | |||||||
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.
| ConvergeOne Holdings, Inc. | ||||||
| Dated: May 14, 2018 |
||||||
| By: | /s/ JEFFREY NACHBOR | |||||
|
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| Jeffrey Nachbor | ||||||
| Chief Financial Officer | ||||||