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 28, 2019
SP PLUS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-50796 | 16-1171179 |
| (Commission File Number) | (I.R.S. Employer Identification Number) |
| 200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702 |
| (Address of Principal Executive Offices) (Zip Code) |
(312) 274-2000
(Registrant's 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [ ]
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.
On March 28, 2019, Vance C. Johnston, the registrant’s Executive Vice President, Chief Financial Officer and Treasurer, notified SP Plus Corporation (the “Company”) of his decision to resign his position for another opportunity. Mr. Johnston’s resignation is effective as of the close of business on April 18, 2019. The Company has commenced a search for Mr. Johnston’s replacement. Kristopher H. Roy, the Company’s Senior Vice President and Corporate Controller, will serve as interim Chief Financial Officer and principal financial officer of the Company. Mr. Roy will continue to serve as the Company’s principal accounting officer. Mr. Roy, 44, has served as the Company’s Senior Vice President and Corporate Controller since August 2015. Mr. Roy joined the Company in 2013 as the Company’s Vice President, Assistant Controller and has served as the Company’s Vice President and Corporate Controller from August 2014 to July 2015. Prior to that, Mr. Roy was the Global Director of Accounting, Consolidation and Financial Systems at CNH Industrial N.V. and its predecessor. Prior to that, Mr. Roy spent 12 years with Ernst & Young, LLP. Mr. Roy is a certified public accountant and he earned his Bachelor of Arts degree in accounting from Michigan State University. There is no family relationship between Mr. Roy and any director or executive officer of the Company and he has no direct or indirect material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
The Company issued a news release announcing Mr. Johnston’s resignation and Mr. Roy’s appointment as interim Chief Financial Officer. A copy of the news released is attached to this current report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished as part of this report.
Description
99.1
News Release dated April 2, 2019
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.
| SP PLUS CORPORATION | ||
| Date: April 2, 2019 | By: | /s/ Robert N. Sacks |
| Robert N. Sacks | ||
| Executive Vice President, General Counsel and Secretary | ||
EXHIBIT 99.1
SP Plus Corporation Announces CFO Departure; Appoints Interim CFO
CHICAGO, April 02, 2019 (GLOBE NEWSWIRE) -- SP Plus Corporation (Nasdaq:SP) today announced that Vance Johnston, Chief Financial Officer, will be leaving the company, effective April 18, 2019, to pursue another opportunity. The Company has commenced a search for Mr. Johnston’s replacement. Kristopher Roy, the Company’s Senior Vice President and Corporate Controller, will serve as interim Chief Financial Officer and principal financial officer of the Company. Mr. Roy will continue to serve as the Company’s principal accounting officer.
“Vance has made many valuable contributions during his five years with us and I am extremely grateful for the hard work, commitment and passion he demonstrated in his role. We wish him well as he pursues his next opportunity and are pleased to have Kris assume the Interim CFO role,” stated Marc Baumann, Chief Executive Officer.
Vance Johnston commented, “It has been a very rewarding five years at SP Plus and a privilege to serve the company and our shareholders. I am proud of the accomplishments of the entire SP Plus team and the financial strength of the company. I wish Marc, Kris and the entire team continued success.”
Mr. Roy, 44, has served as the Company’s Senior Vice President and Corporate Controller since August 2015. Mr. Roy joined the Company in 2013 as the Company’s Vice President, Assistant Controller and has served as the Company’s Vice President and Corporate Controller from August 2014 to July 2015. Prior to that, Mr. Roy was the Global Director of Accounting, Consolidation and Financial Systems at CNH Industrial N.V. and its predecessor. Prior to that, Mr. Roy spent 12 years with Ernst & Young, LLP. Mr. Roy is a certified public accountant and he earned his Bachelor of Arts degree in accounting from Michigan State University.
About SP Plus
SP+ provides professional parking, ground transportation, facility maintenance, security, event logistics, and baggage handling and related services to commercial, institutional, municipal, and aviation clients throughout North America. The Company has more than 20,000 employees and operates in hundreds of cities across North America. SP+ is one of the premier valet operators in the nation with more four and five diamond luxury properties, including hotels and resorts, than any other valet competitor. The Company's ground transportation group transports approximately 37 million passengers each year; its facility maintenance group operates in dozens of U.S. cities; and its event/large venue group provides a wide range of event logistics services. Bags offers remote airline check-in, baggage handling and related services. For more information, visit www.spplus.com, www.bagsinc.com or www.parking.com.
| Contacts: Marc Baumann (312) 274-2199 mbaumann@spplus.com |
ICR/Rachel Schacter (646) 277-1243 rachel.schacter@icrinc.com |