-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GbR/EdcakfyfM5QLy8ejsNS3peDYFRXsv61eSGFoIyto2kD8dW702YeqL55d3Bed K+GtARl6NA05xDQv1WnpCA== 0001014108-09-000057.txt : 20090227 0001014108-09-000057.hdr.sgml : 20090227 20090227160522 ACCESSION NUMBER: 0001014108-09-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090223 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT NETWORK GROUP INC CENTRAL INDEX KEY: 0001094814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 481129619 FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34006 FILM NUMBER: 09642953 BUSINESS ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9133459315 MAIL ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 8-K 1 tmng-form8k_9032747.htm FORM 8-K
 

 

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): February 23, 2009

 

The Management Network Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation)

0-27617

(Commission

File Number)

48-1129619

(I.R.S. Employer

Identification No.)

 

7300 College Boulevard, Suite 302

Overland Park, Kansas 66210

(Address of principal executive office)(Zip Code)

 

(913) 345-9315

(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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

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.

 

(e)         On February 23, 2009, the independent members of the Board of Directors (the “Board”) of the Management Network Group, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved the following discretionary bonuses for 2008 performance: $200,000 to Richard P. Nespola, Chairman and Chief Executive Officer; $100,000 to Micky K. Woo, President and Chief Operating Officer; and $50,000 to Donald E. Klumb, Senior Vice President and Chief Financial Officer.

 

The Compensation Committee recommended and the independent members of the Board approved the bonuses, even though the Non-GAAP EBITDA threshold in the 2008 Executive Incentive Compensation Plan (“2008 Plan”) was not achieved, based upon their determination that the Company had substantially achieved the threshold level in the 2008 Plan through the efforts of management in a uniquely challenging economic environment. The amounts of the bonuses awarded were substantially less than the $800,000 bonus pool that would have been earned if the threshold had been achieved. The determination of the Committee and the independent directors recognized that the 2008 threshold was established prior to the unexpected deterioration in the economic climate and its negative effect on the Company's business. Despite the unique and unforeseen challenges presented by the environment, the Compensation Committee and the independent directors determined that management’s performance had merited incentive compensation to induce similar efforts in the future and fairly reward them for their contribution to the Company. The 2008 Plan was filed as Exhibit 10.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on February 25, 2008.

 

 

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.

 

 

 

THE MANAGEMENT NETWORK GROUP, INC.

 

 

 

 

 

 

By:

/s/ Donald E. Klumb

 

 

Donald E. Klumb

Vice President and Chief Financial Officer

 

Date: February 27, 2009

 

 

 

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