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): October 30, 2017
R. R. DONNELLEY & SONS COMPANY
(Exact name of Registrant as Specified in Its Charter)
Delaware |
1-4694 |
36-1004130 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
35 West Wacker Drive, Chicago, Illinois |
|
60601 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (312) 326-8000
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 (see General Instructions 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) |
☐ |
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 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 ☐
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. ☐
Departure of Directors or Certain Executive Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
R.R. Donnelley & Sons Company (the “Company” or “RRD”) appointed Michael J. Sharp, age 55, as the Company’s Senior Vice President, Controller and Chief Accounting Officer effective November 2, 2017.
Prior to joining RRD, Mr. Sharp served as the Vice President and Chief Financial Officer of AAR Corporation (NYSE: AIR), an independent provider of products and services to the global commercial, government and defense aviation industries, from September 2015 until August 2016. Mr. Sharp joined AAR Corporation in 1996 as the company’s Corporate Controller, a position which he held until October 1999. After that, Mr. Sharp held positions of increasing responsibility within finance at AAR Corporation, including serving as the company’s Vice President, Controller & Chief Accounting Officer from October 1999 until September 2015, the interim Vice President and Chief Financial Officer from October 2012 until July 2013 and an advisor to the Chief Financial Officer of AAR Corporation from August 2016 to December 2016. Mr. Sharp holds a B.S. in Accounting from Eastern Illinois University and is a Certified Public Accountant in Illinois.
Pursuant to the terms of Mr. Sharp’s at-will offer letter with the Company (the “Offer Letter”), Mr. Sharp will receive an annual base salary of $325,000. Mr. Sharp will be eligible to participate in the Company’s Annual Incentive Plan beginning in 2018 with a target bonus equal to 50% of his annual base salary. Mr. Sharp will be eligible to participate in the Company’s Long-Term Incentive Plan beginning with the 2018 plan year. In addition, in the event that Mr. Sharp’s employment with RRD is terminated by the Company without cause, Mr. Sharp will receive severance equal to one times his annual base salary. This summary of the material terms of Mr. Sharp’s Offer Letter are qualified in their entirety by reference to the Offer Letter which is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
10.1
|
|
|
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 thereunto duly authorized.
|
|
R. R. DONNELLEY & SONS COMPANY |
|
|
|
|
|
Date: October 30, 2017 |
|
By: |
/s/ Terry D. Peterson |
|
|
|
Terry D. Peterson |
|
|
|
Executive Vice President and Chief Financial Officer |
35 West Wacker Drive
Chicago, Illinois 60601
www.rrd.com
Exhibit 10.1
October 25, 2017
Mr. Mike Sharp
Dear Mike:
We are very pleased to make an offer of employment as SVP – Controller & Chief Accounting Officer for RR Donnelley. Your anticipated start date is 11/2/2017, subject to our receipt of satisfactory background check and drug screen results. You will be reporting to Terry Peterson – EVP, Chief Financial Officer in the Finance department at the Chicago, IL location. We are excited about the contributions we believe you can make and look forward to working with you.
This letter outlines the details of our offer. This offer will remain valid until and through 10/27/2017, unless earlier revoked by the Company, and is subject to the preconditions stated below.
1. Compensation Package:
|
• |
Base Salary: Base salary at a semi-monthly rate of $13,541.67 (USD) payable in accordance with Company standard payroll practices. |
|
• |
Bonus: Participation in our Annual Incentive Plan (“AIP”) plan according to its terms, as amended from time to time at the sole discretion of the Company. Your target bonus will be 50% of your base salary if all Company, Business Unit and individual performance targets are met. |
|
• |
Equity: You will be eligible to receive equity grants at amounts that are similar to other employees at your level in the organization. We expect equity grants to average 85% of base salary. Your first eligibility for an annual LTI grant will be Q1 2018 when grants are made to all eligible employees in the organization. |
2. |
Benefits: |
|
• |
Vacation: In accordance with Company vacation policy, you will be eligible for 20 days of vacation plus time for sick occurrences. Vacation days will be pro-rated for the number of months remaining in the calendar year in which you are first eligible for vacation. |
|
• |
Benefits: You will participate in the employee benefit plans and programs generally applicable to Company employees. Please note that the Company has the continuing right to make changes to these plans and programs at any time. |
3. |
Employment Relationship: It is agreed and understood that your employment with the Company is to be at will, which means that either you or Company may terminate the employment relationship at any time, with or without cause, and with or without notice to the other. You have read and understand this paragraph in making the decision to leave the employment of your present employer and to forego other job opportunities, if applicable. |
4. |
Representations: You hereby make the following representations: |
|
• |
You are under no contractual or other restrictions which would prevent you from accepting employment with us or working with or calling on any of our customers and did not engage in any conduct that would have otherwise violated your duties and obligations to any prior employer. We have advised you that we would not consider employing you if there were any legal restrictions which would prevent you from accepting such employment, working with or calling on our customers, or us from offering such employment; and |
|
• |
You (a) have complied with the policies of all prior employers regarding the return of all relevant materials and property, (b) will not bring any current or prior employer’s confidential or trade secret information with you, (c) will not disclose any such information to any Company employee or agent; (d) will continue to comply with any ongoing obligations to your previous employers with respect to any confidential information or trade secrets to which you had access during the course of your prior employment; and (e) will continue to comply with any restrictions that may apply to you regarding the recruitment of employees of your former employers. |
5. |
Preconditions: This offer is contingent upon your satisfaction of the following preconditions: |
|
• |
Drug Screen, Background and Reference Checks –You must submit to a drug screen, background check and reference checks, results of which must be satisfactory to the Company. This offer of employment is contingent upon the results of the drug screen, background check and reference checks. In order to begin employment with the Company, your drug test needs to be completed prior to your start date and the results must be reported back to Human Resources. |
|
An e-mail from our partner, Orange Tree Employment Screening, will be sent to you with drug testing information. Within the body of the e-mail, you will find information on the clinic where you are to complete your test. There will be a confirmation number in the body of the e-mail and an attached electronic donor registration form. Please bring either the confirmation number or the attached form to the clinic. This information is what will allow you to submit to the drug test. The drug test form does expire, so you must submit to a test prior to the expiration date listed in the e-mail. You must bring a photo ID with you to the clinic to submit to a drug screen. |
RR Donnelley partners with Orange Tree Employment Screening (OTES) for background check services. If OTES needs additional information to verify employment or education they will reach out to you directly to obtain this information. If contacted, you must respond immediately to this request.
Important: Select Location Code 4L8 from the dropdown menu in Step 3.
|
▪ |
Within three (3) business days of the date employment begins, you must provide original documentation that establishes your personal identity and right to work in the United States. If you are authorized to work, but are unable to present the required document(s) within three (3) business days, you must present a receipt for the application of the document(s) within three (3) business days and the actual original document(s) within ninety (90) days. |
|
• |
Other -- You must complete all required new-hire materials through our SilkRoad SilkRoad Onboarding electronic on-boarding system. You will be receiving a welcome email from the SilkRoad SilkRoad Onboarding on-boarding site, please keep that email as it will have your userid and password attached. The Company will not be responsible for reimbursing you for any relocation or other expenses, and will not otherwise be liable to you, if you do not satisfy the foregoing preconditions. |
6. Severance. If your separation from service with the Company is initiated by the Company without cause, the Company will pay you an amount equal to one times your base salary (“Severance Pay”), subject to the prompt execution by you of the Company’s customary release.
Mike, you've made an excellent choice and we look forward to you joining our company. I am confident that you will have the opportunity to create a successful and personally rewarding career with RR Donnelley.
If you have any questions or need any assistance in your transition to RR Donnelley, please contact Terry Peterson or Karri Paxson directly. You may also contact the HR Xpress Staffing Center at 1-866-832-6773. HR Advisors are available 9 am to 6 pm (ET), Monday through Friday (excluding holidays).
Best Regards,
RR Donnelley
Agreed to and accepted by:
/s/ Michael Sharp___________October 26, 2017_______________
Michael SharpDate
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end