Form 8-K Inteliquent, Inc. For: Aug 20

 

 

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): August 20, 2015

 

 

INTELIQUENT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33778		31-1786871
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 West Adams Street

9th Floor

Chicago, Illinois 60661

(Address of principal executive offices, including Zip Code)

(312) 384-8000

(Registrant’s telephone number, including area code)

(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))

 

 

 

 

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Item 5.02.

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

On August 20, 2015, the Compensation Committee of the Board of Directors of Inteliquent, Inc. (the “Company”) approved an amendment (the “Amendment”) to the award agreements governing the performance stock units granted to the Company’s executive officers, including named executive officers, in 2015. Pursuant to the Amendment, when the Company’s TSR ranking is anywhere between the 75th Percentile and the 90th Percentile, the vested performance stock unit payout percent will be 150%. Prior to the Amendment, linear interpolation would have been used to determine the vested performance stock unit payout percent between the 75th Percentile and the 90th Percentile. The performance stock unit payout for achievement of a TSR ranking of 90th Percentile or more remains unchanged at 200%.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
10.1		Form of Amendment to 2015 TSR Performance Stock Unit Grant Agreement.

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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.

 

				INTELIQUENT, INC.
Date: August 20, 2015						/s/ Richard L. Monto
				Name:		Richard L. Monto
				Title:		General Counsel, Senior Vice President and Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Form of Amendment to 2015 TSR Performance Stock Unit Grant Agreement.

Exhibit 10.1

FIRST AMENDMENT TO

TSR PERFORMANCE STOCK UNIT GRANT AGREEMENT

This First Amendment to TSR Performance Stock Unit Grant Agreement (“First Amendment”) is made by and between Inteliquent, Inc. (the “Company”) and [                    ] (the “Participant”). This First Amendment is made as of August 20, 2015.

BACKGROUND

A.     The Company and Participant entered into a TSR Performance Stock Unit Grant Agreement dated [                    ], 2015 (the “Agreement”). The Agreement, due to an error, incorrectly stated that linear interpolation would apply to all TSR ranking tiers in the chart in Section 3(e) of the Agreement.

B.     The parties wish to amend the Agreement to correct the error.

THE AGREEMENT

In consideration of (i) the terms and conditions set forth below, (ii) Participant’s right to continued employment and (iii) Participant’s right to participate in the annual cash bonus program for the current year, the parties agree as follows:

1.     Definitions. All capitalized terms not defined in this First Amendment have the same meanings given to those terms in the Agreement.

2.     Section 3(e). The last sentence of the first paragraph of Section 3(e) of the Agreement is hereby deleted in its entirety and replaced with the following:

Linear interpolation shall be used to determine Vested PSUs earned between goal points listed in the chart below rounded to the nearest whole number of PSUs, except when the Company’s TSR Ranking is in the “At least 75th Percentile — and less than 90th Percentile” tier. When the Company’s TSR Ranking is in the “At least 75th Percentile — and less than 90th Percentile” tier, the Vested PSU payout percent will be 150% as reflected in the following chart. For the avoidance of doubt, (i) if the Company’s TSR Ranking is not at least at the 25th percentile, the Vested PSU Payout Percentage shall be 0%, and (ii) in no event shall the Vested PSU Payout Percent exceed 200%.

3.     Section References. Section titles used in this First Amendment have no substantive meaning and are not a part of the parties’ agreement.

4.     Successors and Assigns. This First Amendment is binding upon and inures to the benefit of the successors and permitted assigns of the parties.

5.     Entire Agreement. Except as expressly modified by this First Amendment, the Agreement is and will remain in full force and effect in accordance with its terms and constitutes the legal and binding obligations of the Company and Participant. This First Amendment, including the Agreement and the Plan, is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect to the subject matter of this First Amendment.

The Company and Participant have executed this First Amendment as of the date first set forth above.

 

Inteliquent, Inc.						[Participant]
By:						By:
Name:
Title:

 

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