0001193125-14-317131.txt : 20140821 0001193125-14-317131.hdr.sgml : 20140821 20140821163036 ACCESSION NUMBER: 0001193125-14-317131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140815 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140821 DATE AS OF CHANGE: 20140821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Lines, Inc. CENTRAL INDEX KEY: 0001302707 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32627 FILM NUMBER: 141058071 BUSINESS ADDRESS: STREET 1: 4064 COLONY ROAD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 704-973-7000 MAIL ADDRESS: STREET 1: 4064 COLONY ROAD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: H Lines Holding Corp DATE OF NAME CHANGE: 20040909 8-K 1 d778216d8k.htm 8-K 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): August 15, 2014

 

 

HORIZON LINES, INC.

(Exact name of registrant as specified in its Charter)

 

 

 

Delaware   001-32627   74-3123672

(State or Other Jurisdiction

of Organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

4064 Colony Road, Suite 200

Charlotte, North Carolina 28211

(Address of Principal Executive Offices, including Zip Code)

(704) 973-7000

(Registrant’s telephone number, including area code)

N/A

(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.

Compensatory Arrangements of Certain Officers

On August 15, 2014, Horizon Lines, Inc. (the “Company”) approved agreements to amend certain outstanding Restricted Stock Unit Agreements granted under the Company’s 2012 Incentive Compensation Plan, including those Restricted Stock Unit Agreements with the Company’s (i) Non-Employee Directors and (ii) Principal Executive Officer, Principal Financial Officer and its other Executive Officers (collectively, the “Amended RSU Agreements”).

The Restricted Stock Unit Agreements are to be amended to provide that vested restricted stock units will be settled solely with the delivery of cash. For further details concerning the Amended RSU Agreements, please see the full text of the forms of the Amended RSU Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1    Form of Amendment to Restricted Stock Unit Agreement with Non-Employee Directors
10.2    Form of Amendment to Restricted Stock Unit Agreement with Executive Officers

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.

 

    HORIZON LINES, INC.
    (Registrant)
Date: August 21, 2014     By:   /s/ Michael T. Avara
      Michael T. Avara
      Executive Vice President
      and Chief Financial Officer

Exhibit Index

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

10.1    Form of Amendment to Restricted Stock Unit Agreement with Non-Employee Directors
10.2    Form of Amendment to Restricted Stock Unit Agreement with Executive Officers
 EX-10.1 2 d778216dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

HORIZON LINES, INC.

2012 INCENTIVE COMPENSATION PLAN

AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT

PARTICIPANT: [                    ]

DATE: [                    ]

HORIZON LINES, INC., a Delaware corporation (the “Company”), hereby amends the terms of the Participant’s outstanding Restricted Stock Unit Agreements relating to Restricted Stock Units that have been granted to the Participant pursuant to the Horizon Lines, Inc. 2012 Incentive Compensation Plan (the “Plan”) as follows:

I.     For each Restricted Stock Unit Agreement relating to Restricted Stock Units granted to the Participant under the Plan, Section 3 relating to settlement of Restricted Stock Units is amended in its entirety to read as follows:

“3. Settlement of Vested RSUs.

 

  (a) Subject to all of the terms and conditions set forth in this Agreement and the Plan, including, without limitation, the vesting conditions, the Company shall pay to the Participant within thirty (30) days following termination of the Participant’s service as a member of the Board (or, if a Change of Control occurs before the Participant’s termination of service as a member of the Board, upon the occurrence of such Change of Control), a single lump sum cash payment equal to the product of (a) the Fair Market Value of a share of Company Stock determined as of the date of the termination of such Board service (or as of the occurrence of a Change of Control, if earlier) multiplied by (b) the number of vested RSUs.

 

  (b) The lump sum payment described in subsection (a) above shall include an additional amount of cash equal to the amount of dividend equivalents (if any) credited to the vested RSUs.”

 

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II.     Except as amended hereby, each Restricted Stock Unit Agreement relating to the Restricted Stock Units granted to the Participant under the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized officer and its corporate seal duly attested as of the day and year first above written.

 

HORIZON LINES, INC

By:

  

 

 

[Name]

 

[Title]

I hereby acknowledge receipt of the above stated Amendment, and I agree to conform to all the terms and conditions of the Amendment.

 

Date____________________    Signature__________________________________

 

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EX-10.2 3 d778216dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

HORIZON LINES, INC.

2012 INCENTIVE COMPENSATION PLAN

AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT

PARTICIPANT: [                    ]

DATE: [                    ]

HORIZON LINES, INC., a Delaware corporation (the “Company”), hereby amends the terms of the Participant’s outstanding Restricted Stock Unit Agreements relating to Restricted Stock Units that have been granted to the Participant pursuant to the Horizon Lines, Inc. 2012 Incentive Compensation Plan (the “Plan”) as follows:

I.      For each Restricted Stock Unit Agreement relating to Restricted Stock Units granted to the Participant under the Plan, Section 2 relating to vesting of Restricted Stock Units is amended by replacing the phrase “employment with the Company” with the phrase “employment with the Employer” in each place in which it appears in such section.

II.     For each Restricted Stock Unit Agreement relating to Restricted Stock Units granted to the Participant under the Plan, Section 3 relating to settlement of Restricted Stock Units is amended in its entirety to read as follows:

“3. Settlement of Vested RSUs.

 

  (a) Subject to all of the terms and conditions set forth in this Agreement and the Plan, including, without limitation, the vesting conditions, the Company shall pay to the Participant within thirty (30) days following termination of the Participant’s employment with the Employer (or, if a Change of Control occurs before the Participant’s termination of employment, upon the occurrence of such Change of Control), a single lump sum cash payment equal to the product of (a) the Fair Market Value of a share of Company Stock determined as of the date of the termination of employment (or as of the occurrence of a Change of Control, if earlier) multiplied by (b) the number of vested RSUs.

 

  (b)

Notwithstanding the foregoing, if after a Performance Vesting Date the Committee determines pursuant to Section 2(b) that any Performance-Based RSUs have vested and the Participant terminated employment with the Employer

 

1

  following the Performance Vesting Date, then the Company shall pay to the Participant a lump sum cash payment equal to the product of (a) the Fair Market Value of a share of Company Stock determined as of the Performance Vesting Date multiplied by (b) the number of such Performance-Based RSUs that have vested. The payment shall be made during the Company’s fiscal year that immediately follows the Performance Year to which such vesting relates (and within no later than thirty (30) days following the final review by the Audit Committee of the Board of the Company’s audited financial statements for such Performance Year).

 

  (c) The lump sum payments described in subsections (a) and (b) above shall include an additional amount of cash equal to the amount of dividend equivalents (if any) credited to the vested RSUs.”

III.  Except as amended hereby, each Restricted Stock Unit Agreement relating to the Restricted Stock Units granted to the Participant under the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized officer and its corporate seal duly attested as of the day and year first above written.

 

HORIZON LINES, INC.
By:  

 

  [Name]
  [Title]

I hereby acknowledge receipt of the above stated Amendment, and I agree to conform to all the terms and conditions of the Amendment.

 

Date____________________    Signature_________________________________

 

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