Item 2.02. Results of Operations and Financial Condition.
On May 5, 2022, CommScope Holding Company, Inc. (the "Company" or "CommScope")
issued a press release relating to its financial results for the first quarter
of 2022. A copy of the press release, which is incorporated by reference herein,
is attached hereto as Exhibit 99.1. Following the publication of the press
release, the Company will host an earnings call during which its financial
results for the first quarter of 2022 will be discussed.
The foregoing information (including the exhibit hereto) is being furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, 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, except as expressly set forth by
specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On May 4, 2022, the Board of Directors of CommScope appointed Laurie S. Oracion
as Senior Vice President and Chief Accounting Officer of the Company, effective
May 9, 2022. In this role, Ms. Oracion will be the Company's Principal
Accounting Officer, replacing Brooke B. Clark, who the Company previously
announced will be leaving the Company.
Ms. Oracion, age 45, has served as the Company's Vice President, Corporate
Accounting, since 2019. From 2015 to 2019, she served as Director of Financial
Reporting for CommScope. Prior to joining CommScope, Ms. Oracion was employed by
General Dynamics SATCOM Technologies, Inc. as a Financial Planning and Analysis
Manager from 2012 to 2015. Ms. Oracion spent the first three years of her career
at Deloitte & Touche, LLP. Ms. Oracion holds Bachelor of Science in Business
Administration and Master of Science degrees in Accounting from Appalachian
State University and is a Certified Public Accountant in North Carolina.
Effective as of May 9, 2022, the Compensation Committee of the Board of
Directors (the "Committee") approved an increase in Ms. Oracion's base salary to
$300,000 per year and an increase in her target annual bonus amount to 50% of
base salary, subject to achievement of performance goals established by the
Committee. Ms. Oracion will continue to participate in the Company's Long-Term
Incentive Plan, as described in the Company's proxy statement, and the Committee
increased her annual target award opportunity to $225,000.
Ms. Oracion will enter into the Company's standard indemnification agreement,
the form of which was previously filed as Exhibit 10.22 to Amendment No. 2 to
the Company's Registration Statement on Form S-1 (File No. 333-190354), filed
with the SEC on September 12, 2013.
Ms. Oracion also will enter into the Company's standard severance protection
agreement for new executive officers. Her agreement will be on a 3-year term
automatically renewing on January 1 of each year, except that the term may not
expire prior to 24 months following a change in control of the Company (as
defined in the agreement). The agreement will provide that, in the event that
Ms. Oracion's employment is terminated within 24 months after a change in
control of the Company (i) by the Company for any reason other than for cause or
disability or (ii) by Ms. Oracion for good reason, Ms. Oracion will be entitled
to receive accrued compensation, severance pay equal to her annual base salary,
a prorated bonus for the year in which the termination occurs, based on actual
performance, and a continuation of health benefits for 12 months.
There are no family relationships between Ms. Oracion and any director or other
officer of the Company or any related party transactions involving Ms. Oracion.
Item 9.01. Financial Statements and Exhibits.
Exhibit. Description.
99.1 CommScope Holding Company, Inc. press release, dated May 5, 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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