Current Report Filing (8-k)
01 November 2017 - 7:07AM
Edgar (US Regulatory)
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 25, 2017
LSC COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
001-37729
|
|
36-4829580
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
191 North Wacker Drive, Suite 1400
Chicago, Illinois
|
|
60606
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(773)
272-9200
(Registrants 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:
|
☐
|
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 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. ☐
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On October 25, 2017, each of Thomas J. Quinlan III, the Companys Chairman and Chief Executive Officer, and Suzanne S. Bettman, the
Companys Chief Administrative Officer and General Counsel, entered into amendments to their employment agreements (the Amendments) with LSC Communications, Inc. (the Company). Mr. Quinlans original employment
agreement was dated as of November 30, 2008 and assumed by the Company pursuant to the Assignment of Employment Agreement and Acceptance of Assignment between R.R. Donnelley & Sons Company, the Company and Mr. Quinlan, dated as of
September 29, 2016 (the Quinlan Agreement), and Ms. Bettmans original employment agreement was dated as of December 18, 2008 and assumed by the Company pursuant to the Assignment of Employment Agreement and
Acceptance of Assignment between R.R. Donnelley & Sons Company, the Company and Ms. Bettman, dated as of September 29, 2016 (the Bettman Agreement).
Under the terms of the Amendments, Mr. Quinlan and Ms. Bettman will no longer be reimbursed by the Company for any excise taxes
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) on any excess parachute payments within the meaning of Section 280G of the Code. The Amendments instead provide for a
net-better
cutback, under which parachute payments would be reduced so as not to trigger the excise tax if it would leave the executive in a better
after-tax
position. In addition, under the Amendment to the Bettman Agreement, Ms. Bettmans performance-based equity awards would be treated in accordance with the terms of such awards upon her termination without Cause or her resignation for Good
Reason (each as defined in the Bettman Agreement) to ensure compliance with Section 162(m) of the Code and to retain eligibility for the tax deductible treatment of performance awards.
All other terms and conditions of the Quinlan Agreement and the Bettman Agreement remain in full force and effect.
The description above is qualified in its entirety by reference to the Amendments, which are attached hereto as Exhibit 10.1 and Exhibit 10.2
and incorporated into this Item 5.02 by reference.
Furthermore, effective October 25, 2017, the Company determined to extend the
benefit of Company-paid supplemental long-term disability insurance and life insurance to each of the following executive officers: Andrew B. Coxhead, Kent A. Hansen and Richard T. Lane.
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
|
|
LSC Communications, Inc.
|
|
|
|
|
Date: October 31, 2017
|
|
|
|
By:
|
|
/s/ Suzanne S. Bettman
|
|
|
|
|
Name:
|
|
Suzanne S. Bettman
|
|
|
|
|
Title:
|
|
Secretary; Chief Compliance Officer; General Counsel
|
LSC Communications (NYSE:LKSD)
Historical Stock Chart
From Apr 2024 to May 2024
LSC Communications (NYSE:LKSD)
Historical Stock Chart
From May 2023 to May 2024
Real-Time news about LSC Communications Inc (New York Stock Exchange): 0 recent articles
More Lsc Communications, Inc. News Articles