UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2020, TravelCenters of America Inc. (the “Company”) and The RMR Group LLC (“RMR LLC”), which provides management services to the Company, entered into a separation agreement with William E. Myers, the Company’s former Executive Vice President, Chief Financial Officer and Treasurer, regarding the terms and conditions of Mr. Myers’ separation from the Company (the “Separation Agreement”). The Company previously reported Mr. Myers’ resignation from the Company in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2020.
Under the Separation Agreement, provided Mr. Myers signs and does not revoke a release of claims, and subject to the satisfaction of certain other conditions, the Company will pay Mr. Myers $300,000 in cash and will pay for certain outplacement services, and, in addition, the Company will fully accelerate the vesting of any unvested common shares of the Company previously awarded to Mr. Myers. Mr. Myers agreed that, so long as he owns shares in the Company, he will vote those shares at shareholders’ meetings in favor of nominees for director and proposals recommended by the Company’s Board of Directors.
The Separation Agreement contains other terms and conditions, including confidentiality, non-solicitation and other covenants, and a waiver and release. It also contains certain terms relating to RMR LLC and other companies to which RMR LLC or its affiliate provides management services.
The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
10.1 | Separation Agreement, dated March 3, 2020, by and between William E. Myers, TravelCenters of America Inc. and The RMR Group LLC | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: March 4, 2020 | TravelCenters of America Inc. | |
By: | /s/ Jonathan M. Pertchik | |
Jonathan M. Pertchik | ||
Chief Executive Officer |