0001564590-16-029542.txt : 20161121 0001564590-16-029542.hdr.sgml : 20161121 20161121164543 ACCESSION NUMBER: 0001564590-16-029542 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161116 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20161121 DATE AS OF CHANGE: 20161121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC TEL INC CENTRAL INDEX KEY: 0001057083 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770364943 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27115 FILM NUMBER: 162010760 BUSINESS ADDRESS: STREET 1: 471 BRIGHTON DRIVE CITY: BLOOMINGDALE STATE: IL ZIP: 60108 BUSINESS PHONE: 630-372-6800 MAIL ADDRESS: STREET 1: 471 BRIGHTON DRIVE CITY: BLOOMINGDALE STATE: IL ZIP: 60108 8-K 1 pcti-8k_20161116.htm 8-K COMPENSATION NOV 2016 pcti-8k_20161116.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

November 16, 2016

 

 

PCTEL, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

000-27115

 

77-0364943

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

471 Brighton Drive

Bloomingdale, Illinois 60108

(Address of Principal Executive Offices, including Zip Code)

(630) 372-6800

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

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(b))

 

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))

 


Section 5 – Corporate Governance and Management

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Named Executive Officer Base Salary

On November 16, 2016, the Compensation Committee of the Board of Directors of PCTEL, Inc. (the “company” or “PCTEL”) approved an increase effective January 1, 2017 in the base salary of each of the following named executive officers of the company in connection with their respective promotions:

 

Officer Name

 

New Title

 

Current Base Salary

 

 

Base Salary Effective January 1, 2017

 

Rishi Bharadwaj

 

Senior Vice President and General Manager, Connected Solutions

 

$

227,000

 

 

$

270,000

 

Jeffrey A. Miller

 

Senior Vice President and General Manager, RF Solutions

 

$

231,000

 

 

$

270,000

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Rishi Bharadwaj served as the Vice President and General Manager of the Connected Solutions segment and was promoted to Senior Vice President.  Mr. Jeffrey Miller was named the successor to Mr. David Neumann as the General Manager of the RF Solutions segment.

Increases in Maximum Potential Bonus Under 2017 Short Term Incentive Plan

On November 16, 2016, also in connection with their promotions, the Compensation Committee approved a change in the maximum potential bonus that Mr. Bharadwaj and Mr. Miller may earn under the company’s Short Term Incentive Plan based on their respective 2017 performance, as indicated below:

 

Officer Name

 

Maximum Bonus as a Percentage of 2016 Salary

 

 

Maximum Bonus as a Percentage of 2017 Salary

 

Rishi Bharadwaj

 

 

100%

 

 

 

115%

 

Jeffrey A. Miller

 

N/A(1)

 

 

 

115%

 

 

 

(1)

As the Senior Vice President of Global Sales for the RF Solutions segment in 2016, Mr. Miller is participating in a Sales Compensation Plan pursuant to which in addition to his salary he will earn commission based upon the sales of the entire RF solutions segment.  If he reaches his quota, Mr. Miller will earn commission of $125,000.  The maximum amount of commission that Mr. Miller could earn under his Sales Compensation Plan at 200% of quota is $312,500.

 

 


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 hereunto duly authorized.

Date: November 21, 2016

 

 

 

 

PCTEL, INC

 

 

 

 

 

By:

 

/s/ John W. Schoen

 

 

 

John W. Schoen

 

 

 

Senior Vice President and Chief Financial

Officer