CHYRONHEGO CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b) On December 11, 2013, Jerry Kieliszak, the Chief Financial Officer,
Treasurer and Corporate Secretary of ChyronHego Corporation (the "Company"),
informed the Company that he would retire from his positions with the Company,
effective as of the close of business on December 31, 2013. The Company and Mr.
Kieliszak have entered into a separation agreement on terms that are consistent
with his previously disclosed amended and restated change-in-control agreement.
The Company wishes to thank Mr. Kieliszak for his twelve years of service to the
A copy of the separation agreement is filed as Exhibit 10.1 to this current
report and is incorporated herein by reference.
(c) On December 11, 2013, the Company appointed Dawn Johnston, the Company's
Corporate Controller and principal accounting officer, to serve as its Interim
Chief Financial Officer, effective as of January 1, 2014. Ms. Johnston will
begin to serve as the Company's principal financial officer at that time.
Ms. Johnston, age 60, has served as the Company's corporate controller since
2002. Prior to joining the Company, Ms. Johnston served as Chief Financial
Officer of both Cardion, Inc. (a subsidiary of Siemens AG) and Frequency
Electronics, Inc. Ms. Johnston also worked as a Senior Manager at Coopers &
Lybrand. She has an M.B.A. from Pace University and is a C.P.A.
In connection with her new role, Ms. Johnston will receive an annual base salary
(d) On December 11, 2013, upon recommendation of the Compensation Committee of
the Board of Directors, the Board approved the Company's 2014 Management
Incentive Compensation Plan (the "2014 Plan"). The 2014 Plan covers the
Company's executive officers and other members of management. The payout under
the 2014 Plan will be based on achievement of a designated level of budgeted
earnings before interest and taxes ("EBIT"), adjusted to a pre-bonus basis, for
fiscal 2014 (the "2014 EBIT"). Specifically, the 2014 Plan provides that 5% of
the 2014 EBIT achieved by the Company will be paid to the participants in the
2014 Plan, which amount will be increased to 10% of the 2014 EBIT for every
dollar of 2014 EBIT that exceeds the amount set forth in the Company's 2014
budget, with no maximum.
A copy of the 2014 Plan is filed as Exhibit 10.2 to this current report and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 Separation Agreement between the Company and Jerry Kieliszak
10.2 2014 Management Incentive Compensation Plan
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