Business Context and Reporting Period
This Form 8-K Current Report was filed by TTM Technologies, Inc. on March 6, 2013, covering the date of the earliest event reported on February 28, 2013. The filing addresses corporate governance and executive compensation matters rather than periodic financial performance.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the terms of a specific executive agreement and does not contain financial statements or operational metrics.
Material Changes
Effective February 28, 2013, the Company entered into an Executive Change in Control Severance Agreement with Todd B. Schull, Executive Vice President, Chief Financial Officer, Treasurer, and Secretary. This agreement establishes specific compensation terms triggered by a change in control.
Guidance, Outlook, and Management Commentary
- Severance Terms: If Mr. Schull's employment is terminated without "cause" during a pending change in control or within 12 months following a change in control, or if he resigns for "good reason" within 12 months following a change in control, he is entitled to cash severance.
- Calculation: The cash amount equals two times the sum of his annual base salary and his annual target bonus (assuming 100% achievement of performance targets).
- Equity Acceleration: Vesting of stock options, restricted stock, and restricted stock units assumed by the surviving entity in a change in control would be accelerated.
- Conditions: These benefits are subject to Mr. Schull providing a general release of claims.
- Reference: The agreement terms are incorporated by reference to Exhibit 10.17 filed on January 19, 2012.
Investor Verification Checklist
- Verify the specific definitions of "cause," "good reason," and "change in control" in the full text of the Severance Agreement (Exhibit 10.17).
- Confirm Mr. Schull's current annual base salary and target bonus to estimate potential liability.
- Review the status of Mr. Schull's unvested equity awards to assess the impact of acceleration.
- Check for any subsequent filings regarding the execution of a change in control or termination of Mr. Schull.