Item 1.01. Entry into a Material Definitive Agreement.
Closing of Internalization and Termination of Management Agreement
In connection with the Closing of the Internalization, on
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Adoption of Executive Severance Plan
In satisfaction of a condition in the Internalization Agreement, at Closing the Company implemented an executive severance plan, which was previously approved by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"), pursuant to which the Company will provide certain severance protections to the Company's executive officers (the "Executive Severance Plan").
The Executive Severance Plan provides benefits upon a participant's involuntary termination of employment by the Company without "cause" (as such term is defined in the Executive Severance Plan). Severance benefits are payable in a lump sum and are calculated based on the participant's title, base salary and average or target cash bonus (depending on the year of termination), as described below.
If the Chief Executive Officer has an involuntary termination of employment, the Chief Executive Officer will be eligible to receive the following amount of severance benefits:
• if the involuntary termination of employment occurs in 2020, the sum of (i) 1.0 times the Chief Executive Officer's annual base salary and (ii) 1.0 times the Chief Executive Officer's average cash bonus for the 2018-2019 calendar years; or • if the involuntary termination of employment occurs in a calendar year after 2020, the sum of (i) 1.5 times the Chief Executive Officer's annual base salary and (ii) 1.5 times the Chief Executive Officer's target cash bonus for the plan year in which the involuntary termination of employment occurs.
--------------------------------------------------------------------------------
If any other executive participating in the Executive Severance Plan has an involuntary termination of employment, the other executive will be eligible to receive the following amount of severance benefits:
• if the involuntary termination of employment occurs in 2020, the sum of (i) 0.75 times the executive's annual base salary and (ii) 0.75 times the executive's average cash bonus for the 2018-2019 calendar years; or • if the involuntary termination of employment occurs in a calendar year after 2020, the sum of (i) 1.25 times the executive's annual base salary and (ii) 1.25 times the executive's target cash bonus for the plan year in which the involuntary termination of employment occurs.
In addition, a participant who experiences an involuntary termination of
employment after
Severance benefits are conditioned upon the participant giving the Company a general release of claims at the time of separation. Benefits are also conditioned upon the participant's compliance with the covenants applicable to the participant under any written agreement with the Company or as required by the Company's Code of Business Conduct and Ethics. Benefits may also be subject to repayment if the participant engages in certain "Detrimental Conduct" as defined under the Company's Policy on the Recovery (Clawback) of Incentive Compensation. No tax gross-ups are provided to any participant under the Executive Severance Plan in case of any excise taxes under Sections 280G and 4999 of the Internal Revenue Code as a result of payments under the Executive Severance Plan in connection with a change in control. Instead, if such excise taxes would be triggered, payments would be cut back if doing so would result in a greater after-tax payment to the participant than if he or she received the payments and paid the excise taxes.
The foregoing summary of the terms and conditions of the Executive Severance Plan is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Plan included as Exhibit 10.1 to this Current Report on Form 8-K.
Issuance of Equity Awards to Certain Named Executive Officers; Approval of Forms of Equity Awards
As previously disclosed in the
Retirement of
As previously disclosed,
Appointment of Chief Operating Officer
On
--------------------------------------------------------------------------------
Credit Funds business. Previously,
The Company has entered into its standard form of indemnification agreement with
Item 7.01. Regulation FD Disclosure.
A copy of the Company's press release (the "Press Release") announcing the
Company's Closing of the Internalization, the appointment of
This Press Release is being furnished pursuant to Item 7.01, and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1Annaly Capital Management, Inc. Executive Severance Plan 10.2 Form of Performance Stock Unit Award 10.3 Form of Restricted Stock Unit Award 99.1 Press Release, datedJuly 1, 2020 104 Cover page (formatted in Inline XBRL)
--------------------------------------------------------------------------------
© Edgar Online, source