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): January 28, 2016
EPIQ SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
| Missouri | 001-36633 | 48-1056429 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 501 Kansas Avenue Kansas City, Kansas |
66105 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code): (913) 621-9500
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments to Executive Management Performance Plans
On January 28, 2016, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Epiq Systems, Inc. (the “Company”) amended and restated the Executive Management Qualified Executive Performance Plan (the “QEPP”) and the Executive Management Strategic Executive Incentive Plan (the “SEIP”), which were issued pursuant to and under the Epiq Systems, Inc. 2004 Incentive Equity Incentive Plan (as amended and restated, the “2004 Plan”) and are applicable to Company’s executive management. The QEPP as amended and restated no longer includes acquisitions and divestitures as performance objectives; these objectives were transferred to the SEIP. In addition, the QEPP and the SEIP now include the Chief Legal Officer as a member of the Company’s executive management.
Pursuant to the QEPP, the Compensation Committee passed a resolution setting the performance criteria for fiscal year 2016, which criteria are operating revenue and adjusted earnings per share for short-term awards and adjusted EBITDA and cash from operations for long-term awards.
Copies of the QEPP and the SEIP, as amended and restated, are attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein. The above description of the QEPP and the SEIP does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Contingent Restricted Stock Grants
On January 28, 2016, pursuant to the QEPP, the Compensation Committee approved the grants of restricted stock awards listed in the table below for the Company’s named executive officers for fiscal year 2016. These awards are contingent upon the approval by the Company’s stockholders of an amendment and restatement of the 2004 Plan. The Company is planning to submit for stockholder approval at the annual meeting of stockholders for 2016, an amendment and restatement of the 2004 Plan in order to, among other things, increase the amount of shares of common stock available for awards. If approval is not obtained, the contingent awards will automatically convert to their cash equivalent as of the date of grant.
| Time Vesting Restricted Stock Awards |
Performance Vesting Restricted Stock Awards |
|||||||
| Name and Position |
Shares | Shares | ||||||
| Tom W. Olofson, Chief Executive Officer |
66,382 | 132,765 | ||||||
| Brad D. Scott, President and Chief Operating Officer |
53,049 | 106,099 | ||||||
| Karin-Joyce Tjon, Executive Vice President and Chief Financial Officer |
17,021 | 34,042 | ||||||
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed as part of this report: |
| 10.1 | Executive Management Qualified Executive Performance Plan, as amended and restated on January 28, 2016. | |
| 10.2 | Executive Management Strategic Executive Incentive Plan, as amended and restated on January 28, 2016. | |
SIGNATURE
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: February 1, 2016
| EPIQ SYSTEMS, INC. | ||
| By: | /s/ Tom W. Olofson | |
| Name: | Tom W. Olofson | |
| Title: | Chairman of the Board, Chief Executive Officer and Director | |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Executive Management Qualified Executive Performance Plan, as amended and restated on January 28, 2016. | |
| 10.2 | Executive Management Strategic Executive Incentive Plan, as amended and restated on January 28, 2016. | |
Exhibit 10.1
Executive Management
Qualified Executive Performance Plan,
as amended and restated on January 28, 2016
The Compensation Committee of the Board of Directors (the “Committee”) of Epiq Systems, Inc. (the “Corporation”) embraces a philosophy and guiding principles designed to achieve enhancement of long-term shareholder value of the Corporation. In line with these objectives, the compensation program for senior corporate executive officers of the Corporation (“Executive Management”) consists of (i) base salary, (ii) annual bonus incentive based upon the achievement of designated performance objectives, and (iii) long-term incentive opportunity composed of equity based awards related to enhancing the ongoing well-being of the Corporation.
Therefore, the Committee has established this Qualified Executive Performance Plan (the “Performance Plan”) for Executive Management pursuant to the Epiq Systems, Inc. 2004 Equity Incentive Plan, as amended and restated (“Equity Incentive Plan”).
Executive Management consists of the following senior corporate executive officers of the Corporation:
| • | Epiq Systems, Inc. Chief Executive Officer |
| • | Epiq Systems, Inc. Chief Operating Officer |
| • | Epiq Systems, Inc. Chief Financial Officer |
| • | Epiq Systems, Inc. Chief Legal Officer (i.e., the Senior Vice President, General Counsel and Secretary) |
Section 162(m)
This Performance Plan is intended to comply with the requirements of Internal Revenue Code Section 162(m). The Committee must certify in writing the attainment of performance goals set forth herein prior to the payment of awards.
Method of Payout
Payouts earned under this Performance Plan are payable in cash, stock options, and/or restricted stock (or any combination thereof) at the direction and sole discretion of the Committee. Amounts awarded under this Qualified Performance Plan are made under the Equity Incentive Plan. This Performance Plan is entirely independent of any other executive compensation plan the Committee has established or may establish from time to time, including the Strategic Executive Incentive Plan (the “SEIP”), and payment under any other plan including the SEIP is not and will not be contingent on the satisfaction or non-satisfaction of the terms of this Performance Plan.
Performance Criteria
The performance criteria, for a calendar year period under this plan shall consist of one or more of the performance criteria as set forth in section 9 of the Equity Incentive Plan. The selection of the performance criteria shall be adopted each year by resolution of the Committee. The Committee, in its sole discretion, may reduce or eliminate any or all amounts eligible to be awarded.
1
Exhibit 10.2
Executive Management
Strategic Executive Incentive Plan,
As amended and restated on January 28, 2016
The Compensation Committee of the Board of Directors (the “Committee”) of Epiq Systems, Inc. (the “Corporation”) embraces a philosophy and guiding principles designed to achieve enhancement of long-term shareholder value of the Corporation. In line with these objectives, the compensation program for senior corporate executive officers of the Corporation (“Executive Management”) consists of (i) base salary, (ii) annual bonus incentive compensation based upon the achievement of designated performance objectives are achieved, and (iii) long-term incentive opportunity composed of equity based awards related to enhancing the ongoing well-being of the Corporation.
In addition to the performance objectives as set forth in the Qualified Executive Performance Plan, the Committee has established this Strategic Executive Incentive Plan (the “Incentive Plan”) for Executive Management pursuant to the Epiq Systems, Inc. 2004 Equity Incentive Plan, as amended and restated (“Equity Incentive Plan”).
Executive Management consists of the following senior corporate executive officers of the Corporation:
| • | Epiq Systems, Inc. Chief Executive Officer |
| • | Epiq Systems, Inc. Chief Operating Officer |
| • | Epiq Systems, Inc. Chief Financial Officer |
| • | Epiq Systems, Inc. Chief Legal Officer (i.e., the Senior Vice President, General Counsel and Secretary) |
Section 162(m)
This Incentive Plan is intended to comply with the requirements of Internal Revenue Code Section 162(m). The Committee must certify in writing the attainment of performance goals set forth herein prior to the payment of awards.
Method and Timing of Payout
For payouts earned under this Incentive Plan, the Committee, in its sole discretion, may make the payment in cash, stock options and/or restricted stock (or any combination thereof). Amounts awarded under this Incentive Plan are made under the Equity Incentive Plan and are subject to limitations contained therein. Payments under this Incentive Plan may be made from time to time at the sole discretion of the Committee. This Incentive Plan is entirely independent of any other executive compensation plan this Committee has established or may establish, including the Qualified Executive Performance Plan (“QEPP”), and payment under any other plan including the QEPP is not and will not be contingent on the satisfaction or non-satisfaction of the terms of this Incentive Plan.
Performance Criteria
A list of performance criteria on which this Incentive Plan may be based is set forth in Section 9 of the Equity Incentive Plan. In addition, the Committee has determined that organic expansion and potential acquisitions and divestures are a critical component relative to the attainment of
1
strategic objectives for the Corporation and its subsidiaries. Therefore, the Compensation Committee, in its discretion, may make payouts under this Incentive Plan in connection with certain acquisitions and/or divestitures of the Corporation and any of its subsidiaries which are approved by the Board of Directors on or prior to the acquisition or divestiture date.
2