UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 22, 2022 (
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EXPLANATORY NOTE
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 2, 2022, the Company filed a Current Report on Form 8-K announcing that Steven L. Childers stepped down as Chief Financial Officer and Treasurer of the Company effective as of December 1, 2022, and that he would continue to provide transition services through December 31, 2022. Mr. Childers subsequently entered into a Separation Agreement dated December 22, 2022 (the “Separation Agreement”) in connection with his termination of employment.
Pursuant to the Separation Agreement, Mr. Childers is eligible to receive the following benefits, subject to his continued employment through December 31, 2022:
| ● | a lump sum payment of $1,038,000 (representing 1½ times his current base salary and target bonus for fiscal 2022), |
| ● | a lump sum payment of $292,000 (representing his target bonus for fiscal 2022), |
| ● | accelerated vesting of 292,290 shares of unvested restricted stock and performance stock granted under the Company’s Amended and Restated Long-Term Incentive Plan (with the remaining 110,745 unvested shares to be forfeited), and |
| ● | continued coverage under the Company’s health and welfare benefit plans at active employee rates for 18 months, or if earlier, until he becomes covered by a plan maintained by an entity other than the Company. |
Mr. Childers’ severance benefits are conditioned on his execution and non-revocation of a release of claims.
The Separation Agreement also provides that Mr. Childers will provide consulting services to the Company as may be requested from time-to-time, up to 20 hours per month through June 30, 2023, and thereafter, up to 10 hours per month through December 31, 2023.
Mr. Childers will continue to be subject to the non-compete and non-solicitation restrictive covenants and the confidentiality provisions in the Employment Security Agreement previously entered into between him and the Company (see Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
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.
Date: December 23, 2022 | ||
Consolidated Communications Holdings, Inc. | ||
By: | /s/ J. Garrett Van Osdell | |
Name: J. Garrett Van Osdell | ||
Title: Chief Legal Officer | ||