Attached files
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EX-10.1 - EX-10.1 - Gates Industrial Corp plc | d867146dex101.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): March 13, 2020
Gates Industrial Corporation plc
(Exact Name of Registrant as Specified in its Charter)
England and Wales | 001-38366 | 98-1395184 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1144 Fifteenth Street, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
(303) 744-1911
(Registrants 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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Ordinary Shares, par value $0.01 per share | GTES | New York Stock Exchange |
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 March 13, 2020, Jamey S. Seely, the Executive Vice President, General Counsel and Corporate Secretary of Gates Industrial Corporation plc (the Company) advised the Company that she would be leaving to pursue other opportunities, effective April 1, 2020.
Ms. Seelys departure constitutes a termination without cause for purposes of the Companys Executive Severance Plan, in which she participates, and Ms. Seelys outstanding equity awards.
In connection with Ms. Seelys departure, she and the Company entered into a Separation Agreement, effective as of March 13, 2020 (the Separation Agreement). Pursuant to the Separation Agreement, subject to Ms. Seelys execution and non-revocation of a release and waiver of claims in favor of the Company, Ms. Seely will be entitled to the payments and benefits to which she would be entitled in connection with a termination without cause under the Companys Executive Severance Plan and Ms. Seelys outstanding equity award agreements, as described under the headings Executive CompensationPotential Payments upon a Termination or Change in ControlSummary of Potential PaymentsExecutive Severance Plan and Executive CompensationPotential Payments upon a Termination or Change in ControlSummary of Potential PaymentsLong-Term Incentive Awards in the Companys definitive proxy statement relating to the Companys 2019 annual general meeting, except that the sum of two times Ms. Seelys base salary will be paid in a lump sum rather than in substantially equal installments over a period of 24 months as provided in the Company s Executive Severance Plan.
A copy of the Separation Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
10.1 | Separation Agreement, effective as of March 13, 2020, between the Company and Jamey S. Seely |
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.
GATES INDUSTRIAL CORPORATION PLC | ||||||
Date: March 18, 2020 |
By: |
/s/ Ivo Jurek | ||||
Name: |
Ivo Jurek | |||||
Title: |
Chief Executive Officer |