Document
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 9, 2018
ADVANCED EMISSIONS SOLUTIONS, INC.
(Name of registrant as specified in its charter)
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Delaware | | 001-37822 | | 27-5472457 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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640 Plaza Drive, Suite 270, Highlands Ranch, CO | | 80129 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (720) 598-3500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o |
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Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e)
On May 9, 2018, the Company’s Compensation Committee of the Board of Directors approved the Company entering into an amendment (the "Amendment") to each of (1) the Employment Agreement between the Company and Greg Marken, the Company’s Chief Financial Officer, dated as of January 12, 2015, as amended as of June 12, 2016, and (2) the Employment Agreement between the Company and Ted Sanders, the Company’s General Counsel, dated as of May 15, 2012, as amended as of March 7, 2017 (collectively, the “Employment Agreements”). The Employment Agreements provided for payment to the respective officer of 7.5 additional months of compensation upon the termination of his employment with the Company under certain circumstances including termination without cause or for good reason, termination without cause or for good reason following a change of control of the Company and termination due to becoming disabled. The Amendment increases this payment obligation period to 12 months. In addition, the Amendment increases the respective officers’ confidentiality, non-competition and non-solicitation obligations in the Employment Agreements from 7.5 months to 12 months upon those types of termination of employment as well as for termination of employment for cause or without good reason. The Amendment is to be effective as of May 9, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 15, 2018
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| Advanced Emissions Solutions, Inc. |
| Registrant |
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| /s/ L. Heath Sampson |
| L. Heath Sampson |
| President and Chief Executive Officer |