0001579252-20-000049.txt : 20200401 0001579252-20-000049.hdr.sgml : 20200401 20200401162144 ACCESSION NUMBER: 0001579252-20-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200327 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: 20200401 DATE AS OF CHANGE: 20200401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jason Industries, Inc. CENTRAL INDEX KEY: 0001579252 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 462888322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36051 FILM NUMBER: 20765675 BUSINESS ADDRESS: STREET 1: 833 EAST MICHIGAN STREET STREET 2: SUITE 900 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-277-9300 MAIL ADDRESS: STREET 1: 833 EAST MICHIGAN STREET STREET 2: SUITE 900 CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: Quinpario Acquisition Corp. DATE OF NAME CHANGE: 20130613 8-K 1 form8-kxtempreduction.htm 8-K Document

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): March 27, 2020

Jason Industries, Inc.
(Exact name of registrant as specified in its charter)

Delaware001-3605146-2888322
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)

833 East Michigan Street, Suite 900
Milwaukee, Wisconsin		 53202
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (414) 277-9300

(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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2020, the Board of Directors of Jason Industries, Inc. (the “Company”) approved a temporary reduction in the base salaries of each of the Company’s executive officers in response to the global COVID-19 pandemic. The base salaries of the executive officers will be reduced by the following percentages, with such reduction effective April 1, 2020 and continuing until no later than June 30, 2020, unless extended by mutual agreement between the Company and the executive officers:

Brian Kobylinski, President and Chief Executive Officer25%  
Chad Paris, Senior Vice President and Chief Financial Officer25%  
Timm Fields, Senior Vice President and General Manager - Engineered Components25%  
Keith Walz, Senior Vice President and General Manager - Industrial25%  
Kevin Kuznicki, Senior Vice President, General Counsel and Secretary25%  
John Hengel, Vice President - Finance, Treasurer and Assistant Secretary25%  

The temporary base salary reductions were documented in an addendum to the employment agreements between the Company and its executive officers (the “Addendum”) and the foregoing description of such temporary base salary reductions is not complete and is qualified in its entirety by reference to the full text of the form of Addendum, a copy of which is filed herewith as Exhibit 10 and is incorporated herein by reference.

Also beginning April 1, 2020, the Company implemented a temporary wage reduction plan for other salaried employees of the Company, as well as furloughs of certain salaried and hourly employees in response to the global COVID-19 pandemic.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.  Description


1


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.

JASON INDUSTRIES, INC.

By: /s/ Chad M. Paris
Name: Chad M. Paris
Title: Senior Vice President and Chief Financial Officer

Date: April 1, 2020




 EX-10 2 formaddendum.htm EX-10 Document
Exhibit 10
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated as of March [__], 2020, by and between Jason Industries, Inc., a Delaware corporation (the “Company”), and [_________] (the “Employee”), and is intended to modify that certain Employment Agreement, dated as of [_____], by and between the Company and the Employee (the “Employment Agreement”). Any capitalized term not defined herein will have the meaning ascribed to such term in the Employment Agreement.
As a result of the COVID-19 pandemic and its impact on the business and operations of the Company and its affiliates, the Company and the Employee desire to amend the Employment Agreement, as set forth below.
1.The Employment Agreement shall be amended to include the following provision:
Notwithstanding anything in this Agreement to the contrary, the reduction of Employee’s Base Salary by an amount not to exceed 25% of Employee’s existing Base Salary, effective April 1, 2020 until no later than June 30, 2020, and/or a reduction or diminution of Employee’s duties and/or responsibilities, in each case, as a result of, or related to, the Company’s actions taken in response to the COVID-19 pandemic, shall not constitute grounds for a Constructive Termination for any purpose under this Agreement or any other arrangement between Employee and the Company or any of its affiliates (including, without limitation, that certain Retention Bonus Agreement dated March 2, 2020, by and between the Company and Employee) and shall not entitle Employee to any severance or other payment or benefit pursuant to this Agreement or otherwise.
Additionally, the Employee hereby acknowledges and agrees that grounds for a Constructive Termination under the Employment Agreement has not occurred prior to or as a result of this Addendum. Except as expressly hereby amended, the Employment Agreement will remain in full force and effect in accordance with the terms thereof. To the extent a conflict arises between the terms of the Employment Agreement and this Addendum, the terms of this Addendum will prevail.
EMPLOYEE
By: _____________________________     
Name:

JASON INDUSTRIES, INC.


By: _____________________________
Name:
Title: