Form 8-K KEURIG GREEN MOUNTAIN, For: Sep 26

 

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): September 26, 2015

 

1-12340

(Commission File Number)

 

 

KEURIG GREEN MOUNTAIN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

33 Coffee Lane, Waterbury, Vermont 05676

(Address of registrant’s principal executive office)

 

(802) 244-5621

(Registrant’s telephone number)

 

 

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:

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 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.

 

(b)

 

On September 30, 2015, in accordance with the terms of the previously disclosed transition agreement with Keurig Green Mountain, Inc. (the “Company”) dated August 5, 2015, John F. Whoriskey resigned effective immediately from his position as the Company’s President, U.S. Sales and Marketing to become an executive advisor to the Chief Executive Officer.

 

(e)

 

On September 26, 2015, the Company and Frances G. Rathke amended the terms of the previously disclosed transition agreement between the Company and Ms. Rathke dated November 19, 2014 (the “Rathke Transition Agreement”) to extend the termination date of her engagement as strategic advisor to the Chief Executive Officer to December 31, 2015 (such amendment, the “Rathke Transition Agreement Amendment”).  As a result, December 31, 2015 will be the “Termination Date” under the terms of the Rathke Transition Agreement, as amended.

 

The foregoing description of the Rathke Transition Agreement Amendment is qualified in its entirety by reference to the text of the Rathke Transition Agreement Amendment which is filed as Exhibit 10.1 hereto and incorporated herein to this Item 5.02 by reference.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit No.		Description
10.1		Transition Agreement Amendment, dated September 26, 2015, by and between Keurig Green Mountain, Inc. and Frances G. Rathke.

 

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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.

 

KEURIG GREEN MOUNTAIN, INC.
By:	/s/ Brian P. Kelley
	Brian P. Kelley President and Chief Executive Officer
Date: October 1, 2015

 

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Index to Exhibits

 

Exhibit No.		Description
10.1		Transition Agreement Amendment, dated September 26, 2015, by and between Keurig Green Mountain, Inc. and Frances G. Rathke.

 

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Exhibit 10.1

 

33 Coffee Lane, Waterbury, VT 05676

T + 800 545 2326

KeurigGreenMountain.com

 

September 26, 2015

 

Frances Rathke

Keurig Green Mountain, Inc.

33 Coffee Lane

Waterbury, VT  05676

 

Re: Amendment to Transition Agreement

 

Dear Fran:

 

Keurig Green Mountain, Inc. (“Company”), and you entered into that certain transition agreement, dated November 19, 2014 (the “Transition Agreement”).  The parties hereto now desire to amend certain provisions of the Transition Agreement in the manner reflected in this Amendment to the Transition Agreement (this “Amendment”), effective as of September 26, 2015 (the “Effective Date”).

 

1.              You agree to continue in your role as Strategic Advisor to the Chief Executive Officer until December 31, 2015. As a result, your “Transition Date” (as such term is defined in the Transition Agreement) shall be December 31, 2015, subject to earlier termination as provided in the Transition Agreement, and the “Termination Date” (as such term is defined in the Transition Agreement) shall be no later than December 31, 2015, subject to earlier termination as provided in the Transition Agreement.

 

2.              You will continue to receive your current base salary until your Termination Date but You will not be entitled to any STIP (as such term is defined in the Transition Agreement) payments for FY 2016 and You shall not be eligible for new or additional equity awards under the 2014 Omnibus Incentive Plan.  For the avoidance of doubt, your provision of services through the Termination Date shall be deemed “Employment” for purposes of the Company’s 2006 Incentive Plan and 2014 Omnibus Incentive Plan.

 

3.              This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.

 

4.              All terms and provisions of the Transition Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect.  From and after the Effective Date, all references to the term “Transition Agreement” in this Amendment or the original Transition Agreement shall include the terms contained in this Amendment.

 

 

KEURIG GREEN MOUNTAIN, INC.			/s/ Frances Rathke
			FRANCES G. RATHKE
By:	/s/ Brian P. Kelley		9/26/15
Brian P. Kelley, Chief Executive Officer			Date
9/26/15
Date