Business Context and Reporting Period
This Form 8-K Current Report was filed by Anterix Inc. on June 23, 2020, covering events occurring on June 22, 2020. The filing primarily addresses corporate governance changes regarding the Board of Directors.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on personnel appointments and associated compensation arrangements.
Material Changes
The Board of Directors appointed Gregory Pratt as a new independent director, effective immediately on June 22, 2020. Mr. Pratt brings extensive experience, including prior roles as executive chairman and CEO of Carpenter Technology Corporation and board service at Tredegar Corporation and Operation Warm.
Compensation and Governance Details
- Cash Retainer: Mr. Pratt will receive a pro-rata portion of the standard annual non-employee director cash retainer of $65,000, payable in quarterly installments.
- Equity Award: He will receive a pro-rata Restricted Stock Award with a grant date fair market value of approximately $90,000. This award vests on the date of the 2020 annual meeting of stockholders, subject to accelerated vesting in the event of a change of control.
- Indemnification: The Company entered into a standard Indemnification Agreement with Mr. Pratt to cover litigation and other expenses related to his service.
Investor Verification Checklist
- Verify the exact pro-rata calculation for the cash retainer and Restricted Stock Award based on the date of the 2020 annual meeting.
- Review the terms of the 2014 Stock Plan referenced for the Restricted Stock Award.
- Confirm the date of the 2020 annual meeting of stockholders to determine the vesting schedule for the equity award.
- Check for any subsequent filings regarding the finalization of the equity grant.