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):
September 7, 2013
US ECOLOGY, INC.
(Exact name of registrant as specified in
its charter)
| DELAWARE |
0-11688 |
95-3889638 |
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(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
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251 E. Front St., Suite 400
Boise,
Idaho
(Address of principal executive offices) |
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83702
(Zip Code) |
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(208) 331-8400
(Registrant’s telephone number, including
area code)
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.
On September 7, 2013, the Board of Directors (“Board”)
of US Ecology, Inc. (“Company”) appointed Jeffrey R. Feeler to the Board. On the same day, the Company entered into
an employment agreement with Mr. Feeler, President and Chief Executive Officer, approved an annual base salary and incentive opportunity
for Eric L. Gerratt, Executive Vice President and Chief Financial Officer, and approved equity awards for both Mr. Feeler and Mr.
Gerratt.
Appointment of Jeffrey R. Feeler to the Board of
Directors
On September 7, 2013, the Board appointed Mr. Feeler
to the Board for an initial term expiring at the Company’s annual meeting of stockholders in 2014. Mr. Feeler joined the
Company in July 2006 and serves as its President and Chief Executive Officer having served most recently as Vice President, Chief
Financial Officer, Treasurer and Secretary. Mr. Feeler has over twenty (20) years of business and financial management experience
including seven years with the Company. Prior to joining the Company, Mr. Feeler worked with MWI Veterinary Supply, Inc., Albertson’s,
Inc., Hewlett-Packard and PricewaterhouseCoopers LLP. He is a Certified Public Accountant and has a BBA of Finance and BBA of Accounting
from Boise State University. Mr. Feeler has not been appointed to any committees of the Board and, as an employee of the Company,
will not receive a retainer or any other fees for service on the Board.
On September 9, 2013, the Company issued a press release
announcing the appointment of Mr. Feeler to the Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.
Employment Agreement with Jeffrey R. Feeler
On September 7, 2013, the Company entered into a three
year Executive Employment Agreement (“Agreement”) with Mr. Feeler with an effective date of June 1, 2013 (“Effective
Date”). The term of Mr. Feeler’s employment under the Agreement expires on May 31, 2016 with automatic one year renewal
periods unless written notice is provided by either party of an intent not to renew on or before sixty (60) days prior to expiration,
including any renewals thereof. Among other things, the Agreement establishes Mr. Feeler’s minimum annual base salary of
$325,000. Mr. Feeler is also eligible to participate in any cash incentive or bonus plans of the Company which are in effect from
time to time, including opportunities granted under the Company’s management incentive plan (“MIP”), at a rate
of 75% of base salary for achievement of 100% of the MIP targets. Both the base salary and the MIP target bonus are effective May
30, 2013.
The Agreement requires Mr. Feeler to maintain, within
thirty-six (36) months of the Effective Date and for the remainder of his employment term under the Agreement, a total equity ownership
position in the Company with an aggregate value of not less than $975,000 (three times base salary as of the Effective Date), calculated
based on the greater of cost basis, grant date value or market value.
The Agreement further provides for severance benefits
payable to Mr. Feeler if his employment is terminated by the Company without cause or by Mr. Feeler for good reason in an amount
equal to the greater of base salary payable for the remainder of the employment term or one year’s base salary (“Severance
Payment”). In addition to the Severance Payment, Mr. Feeler would be eligible for continued vesting of granted stock options
for the shorter of a period of one year or the original expiration date of such option; continued vesting of restricted stock grants
for a period of one year; and continued medical, hospitalization, life insurance and disability benefits to which Mr. Feeler was
entitled at the termination date for twenty-four (24) months following the termination date (or until Mr. Feeler receives similar
or comparable coverage at a new employer, if shorter).
Upon a change of control of the Company (as defined in
the Employment Agreement) and subsequent termination by the Company without cause or by Mr. Feeler for good reason within twenty-four
(24) months after such change of control, Mr. Feeler shall be eligible to receive, in lieu of the Severance Payment, a payment
equal to two times the sum of (i) his annual base salary and (ii) the greatest of (a) any earned but unpaid amount due under any
cash incentive plan; (b) Mr. Feeler’s target incentive amount under the cash incentive plan for which a payment is earned,
but unpaid; and (c) the cash incentive plan payment received (if any) for the fiscal year immediately preceding the cash incentive
plan year in which the termination occurs.
The Agreement supersedes and replaces any other agreements
previously entered into with Mr. Feeler.
Base Salary and Incentive Opportunity for
Eric L. Gerratt
The Compensation Committee of the Board approved
a base salary for Mr. Gerratt of $205,000 and a MIP target of 45% of base salary for achievement of 100% of the MIP targets, both
effective May 30, 2013.
Equity Awards
The Compensation Committee of the Board approved for
Mr. Feeler an equity award of restricted stock with a value of $120,000 and options to purchase the
Company’s common stock with a value of $120,000. For Mr. Gerratt, the Committee approved a restricted stock award with a
value of $22,500 and options with a value of $22,500. The terms of the grants are consistent with the March 14, 2013 awards previously
granted to both Mr. Feeler and Mr. Gerratt, including three-year and five-year annual vesting for restricted stock and options
respectively.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
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| Number |
Description |
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| 99.1 |
Press release issued by the Company on September 9, 2013. |
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 thereunto duly authorized.
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US Ecology, Inc. |
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(Registrant) |
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| Date: September 9, 2013 |
By: /S/ Eric L. Gerratt |
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Eric L. Gerratt |
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Executive Vice President and Chief Financial Officer |
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