UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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 1.01Entry into a Material Definitive Agreement.
See Item 5.02 below.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2020, Helios Technologies, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has named Tricia L. Fulton, the Company’s Chief Financial Officer, as Interim President and Chief Executive Officer, effective immediately. In addition, the Company announced that Philippe Lemaitre transitioned from Chairman of the Board to the newly established position of Independent Executive Chairman, effective immediately. The Board has initiated a comprehensive search process to identify a permanent successor to Ms. Fulton in her capacity as Interim President and Chief Executive Officer. This process will review both internal and external candidates.
Ms. Fulton succeeds Wolfgang H. Dangel, who has separated from Helios (both as a member of the Board of Directors and an executive officer) following the Board’s determination that he violated Company policy, demonstrated behavior that was inconsistent with the Company’s core values and Code of Business Conduct and Ethics, and also exhibited poor judgment involving a consensual relationship with an employee. The violation of the Company policy referenced above did not involve financial misconduct or otherwise jeopardize the integrity of the Company’s financial systems or controls.
In connection with Mr. Dangel’s separation, the Company and Mr. Dangel have entered into a Separation Agreement dated April 5, 2020 (the “Separation Agreement”), a copy of which is attached hereto as Exhibit 10.1, under which the Company will pay Mr. Dangel the same compensation to which he was entitled under the Executive Officer Severance Agreement he entered into with the Company effective June 14, 2019 (the “Severance Agreement”). In lieu of continuing medical and healthcare benefits initially provided for under the Severance Agreement, Mr. Dangel will receive a cash amount that includes reimbursement for the cost of his German health insurance. Mr. Dangel is subject to confidentiality restrictions and restrictive covenants under previously executed equity award and other agreements for a 12-month period. Pursuant to the terms of the Separation Agreement, Mr. Dangel has been given until April 12, 2020 to revoke the Separation Agreement in writing in its entirety (the “Revocation Period”). The Separation Agreement will not become effective or enforceable until the Revocation Period has expired. If Mr. Dangel revokes the Separation Agreement, he will not receive the compensation and benefits contemplated by the Separation Agreement.
On April 9, 2020, the Company issued a press release in connection with foregoing. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
10.1* |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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HELIOS TECHNOLOGIES, INC. |
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Dated: April 9, 2020 |
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By: |
/s/ Tricia L. Fulton |
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Tricia L. Fulton |
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Chief Financial Officer (Principal Financial and Accounting Officer) |