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): May 18, 2018

 

 

PCM, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware		000-25790		95-4518700
(State or Other Jurisdiction of		(Commission		(I.R.S. Employer
Incorporation or Organization)		File Number)		Identification No.)

 

1940 E. Mariposa Ave.

El Segundo, California 90245

(Address of Principal Executive Offices) (Zip Code)

 

(310) 354-5600

(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))

 

Indicate by check mark whether the registrant is an emerging growth company 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. [  ]

 

 

 

Item 5.02

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

 

On May 18, 2018, the Board of Directors and Compensation Committee of PCM, Inc. (the “Company”) adopted and approved the Company’s 2018 Executive Incentive Plan (“2018 EIP”), effective for the 2018 fiscal year. The 2018 EIP is similar to the prior year’s incentive plan, with certain changes that are designed to use the Company’s adjusted earnings per share (“Adjusted EPS”) rather than adjusted EBITDA as the quantitative target component for determining the attainment of the plan’s performance objectives. The Committee also modified the mimimum quantitative performance threshold for awards under plan and the threshold for achieving the maximum cash incentive. A summary of the 2018 Executive Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Summary of 2018 Executive Incentive Plan

 

 

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.

 

	PCM, INC.
	(Registrant)
Date: May 24, 2018	By:	/s/ Brandon H. LaVerne
		Brandon H. LaVerne
		Chief Financial Officer

 

 

EXHIBIT 10.1

 

PCM, INC.
Summary of 2018 Executive Incentive Plan

 

On May 18, 2018, the Committee and Board of Directors adopted and approved the 2018 Executive Incentive Plan (the “Plan”), which is effective for the 2018 fiscal year. Under the Plan, cash incentive amounts will be based upon two performance objectives, weighted differently for each executive eligible to participate in the Plan: (1) attainment of a target Adjusted EPS (the “Consolidated Target”) and (2) attainment of individual qualitative targets (the “Qualitative Target”). Adjusted EPS is defined under the Plan as diluted adjusted earnings per share, which is adjusted for special charges, if any, to be excluded from the calculation of Adjusted EPS in the discretion of the Committee, including but not limited to amortization of purchased intangibles, stock-based compensation and other non-cash adjustments such as goodwill and intangible asset adjustments, plus material M&A and related litigation costs and fees, unforeseen litigation and restructuring and related costs, and foreign exchange gains or losses.

 

The Plan will be funded at an individual target amount for each participant if the Company achieves 100% of the Consolidated Target for the 2018 calendar year. The Plan also has a minimum Adjusted EPS for any quantitative cash incentive to be paid under the Plan and contains decelerators based on performance below the respective quantitative performance target, with a threshold set at 89% of target, or the prior year comparable amount, whichever is higher. Quantitative cash incentives will be paid at 32% of the incentive target if the Company’s performance equals the minimum target threshold for payment of the quantitative cash amounts. If the Company’s performance falls below the threshold, no quantitative cash incentive will be earned.

 

The Plan also contains accelerators under which the cash incentive amounts can exceed the above described target amounts, with the maximum cash incentive amount equal to 200% of target cash incentive amounts, which will be paid if the Company’s performance equals or exceeds 110% of the respective performance target. The Plan further generally allows for 50% of the annual cash incentive targets to be paid in non-recoverable quarterly increments based on quarterly targets that make up components of the respective annual targets.

 

Messrs. LaVerne, Newton and Abuyounes each have certain individual qualitative targets that are tailored for his respective responsibilities to the Company based on recommendations made by our Chief Executive Officer and approved by the Committee and are paid quarterly or annually in the discretion of the Committee. These qualitative targets make up 33% of total cash incentive opportunity for each of Messrs. LaVerne and Abuyounes and 100% of the cash incentive opportunity for Mr. Newton.

 

The total annual cash incentive opportunity for the participating executive officers is approximately 62% of base salary for Mr. Khulusi, and approximately 40% of base salary for each of Messrs. Miley, LaVerne, Newton and Abuyounes. In addition to the above, Mr. Miley is eligible to receive an additional annual incentive up to $100,000 tied to the achievement of certain SG&A targets.

 

All amounts funded under the Plan may be increased or reduced for each executive officer at the sole discretion of the Committee based upon qualitative or quantitative factors which the Committee may deem appropriate from time to time. In addition to participation in the Plan, all of our executive officers are eligible for additional discretionary cash incentives or bonuses as determined from time to time by the Committee. No cash amount is earned until it is paid under any of these plans unless earned sooner at the sole discretion of the Company. Therefore, in the event the employment of an executive eligible under these plans is terminated (either by the Company or by the eligible executive, whether voluntarily or involuntarily) before any amount is paid, the executive will not be deemed to have earned the applicable cash incentive or bonus and will not be entitled to any portion of such amounts.

 

 

SEC Filings