Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On May 12, 2022, ManTech International Corporation (Company) entered into
amendments (Amendments) to the Executive Continuity and Stay Incentive
Agreements (ECSI Agreements) with the Company's named executive officers. Prior
to these amendments, the ECSI Agreements provided for an unvested right to a
fixed cash payment (Award) in the event of an automatic conversion of the
Company's Class B Common Stock into shares of the Company's Class A Common Stock
resulting from the death of the Company's co-founder, George J. Pedersen,
pursuant to Section 4.2(e)(5)(i) of the Company's Second Amended and Restated
Certificate of Incorporation (Charter).
Under the terms of the Amendments, a "Triggering Event" for the purposes of the
ECSI Agreements is defined to mean a Conversion Event or a Change in Control. A
Conversion Event is defined under the Amendments as an automatic conversion of
the Company's Class B Common Stock into shares of the Company's Class A Common
Stock resulting from the death of Mr. Pedersen, pursuant to Section 4.2(e)(5)(i)
of the Company's Charter. The definition of a "Change in Control" in the ECSI
agreements remains unchanged, and is deemed to have occurred upon the following
events: (i) the acquisition of beneficial ownership of 50% or more of the
outstanding voting power of the Company's stock, subject to certain exceptions;
(ii) if the Company's incumbent members of the Board at the beginning of
any two-year period cease, for any reason, to constitute a majority of the
Board, subject to certain exceptions; (iii) consummation of a reorganization,
merger, or consolidation or sale or other disposition of all or substantially
all of the assets of the Company, subject to certain exceptions; or (iv)
approval by the Company's stockholders of a complete liquidation or dissolution
of the Company. The Company's previously announced proposed merger in which the
Company will be acquired by Moose Bidco, Inc., a Delaware corporation, which
will be controlled by investment funds managed by The Carlyle Group Inc.
(Merger), would constitute a Change in Control under the ECSI Agreements if
completed.
The Amendments provide that, except as otherwise specified in the ECSI
Agreements, if a Conversion Event occurs during the Term (as defined in the ECSI
Agreements) and no Change in Control has occurred prior to the Conversion Event,
the Award will be paid to the executive officer on the first anniversary of the
Conversion Event, subject to the executive officer's continued employment
through such first anniversary. Notwithstanding the foregoing, the Amendments
provide that (i) if a Change in Control occurs during the Term and after a
Conversion Event, but prior to the first anniversary of the Conversion Event,
the Award will be paid to the executive officer in a lump sum on the closing of
the Change in Control (subject to the executive officer's continued employment
through the closing of the Change in Control); and (ii) if the executive
officer's employment is terminated in a Qualifying Termination (as defined in
the ECSI Agreements) during the Term and after a Conversion Event, but prior to
the first anniversary of the Conversion Event, the Award will be paid to the
executive officer in a lump sum within 30 days after the date of the Qualifying
Termination. For the purposes of the ECSI Agreements, a "Qualifying Termination"
means a termination of the executive officer's employment by the Company other
than for Cause and not due to the executive officer's death or disability.
"Cause" will be deemed to exist if the executive officer: (i) has been indicted
for committing an act of fraud, embezzlement, theft or other act constituting a
felony; (ii) willingly engages in illegal conduct or gross misconduct that
significantly and adversely affects the Company; (iii) is unable to maintain a
security clearance that is required and essential for the performance of the
executive officer's duties; or (iv) fails to perform the material duties of his
or her position (subject to notice and/or cure periods in certain cases).
The Amendments further provide that if a Change in Control occurs during the
Term and prior to a Conversion Event, the Award will be paid to the executive
officer in a lump sum on the closing of the Change in Control (subject to the
executive officer's continued employment through the closing of the Change in
Control).
Under the terms of the Amendment to the ECSI Agreement with Judith L. Bjornaas,
the amount of the Award is increased from $1.2 million to $2.2 million. Under
the terms of the Amendment to the ECSI Agreement with Bonnie Cook, the amount of
the Award is increased from $700,000 to $1.2 million. The amounts of the Awards
specified in the ECSI Agreements with Kevin M. Phillips and Matthew A. Tait
remain unchanged.
The foregoing description of the Amendments is only a summary, does not purport
to be complete and is subject to, and qualified in its entirety by, reference to
the full text of the Form of Executive Continuity and Stay Incentive Agreement
that is filed as an exhibit to the Company's Annual Report on Form 10-K and the
Form of Amendment to Executive Continuity and Stay Incentive Agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving ManTech and The Carlyle Group. A meeting of the stockholders of
ManTech will be announced as promptly as practicable to seek stockholder
approval in connection with the proposed Merger. ManTech expects to file with
the Securities and Exchange Commission (SEC) a proxy statement and other
relevant documents in connection with the proposed Merger. The definitive proxy
statement will be sent or given to the stockholders of ManTech and will contain
important information about the proposed Merger and related matters.
STOCKHOLDERS OF MANTECH ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MANTECH AND THE
MERGER. Investors may obtain a free copy of these materials (when they are
available) and other documents filed by ManTech with the SEC at the SEC's
website at www.sec.gov.
ManTech and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the Merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be participants in
the solicitation of ManTech's stockholders in connection with the proposed
transaction will be set forth in ManTech's definitive proxy statement for its
stockholder meeting at which the proposed transaction will be submitted for
approval by ManTech's stockholders. You may also find additional information
about ManTech's directors and executive officers in ManTech's definitive proxy
statement for its 2022 Annual Meeting of Stockholders, which was filed with the
SEC on April 29, 2022, and in subsequently filed Current Reports on Form 8-K and
Quarterly Reports on Form 10-Q.
Forward-Looking Statements
This communication contains certain forward-looking statements concerning
ManTech and the proposed transaction between ManTech and The Carlyle Group. All
statements other than statements of fact, including information concerning
future results, are forward-looking statements. These forward-looking statements
are generally identified by the words "anticipate," "believe," "estimate,"
"expect," "intend," "may," "could" or similar expressions. Such forward-looking
statements include, but are not limited to, the inability to obtain required
regulatory approvals or satisfy other conditions to the closing of the proposed
transaction; unexpected costs, liabilities or delays in connection with the
proposed transaction; the occurrence of any event, change or other circumstances
that could give rise to the termination of the transaction; the significant
transaction costs associated with the proposed transaction and other risks that
may imperil the consummation of the proposed transaction, which may result in
the transaction not being consummated within the expected time period or at all;
negative effects of the announcement, pendency or consummation of the
transaction on the market price of ManTech's common stock or operating results,
including as a result of changes in key customer, supplier, employee or other
business relationships; the risk of litigation or regulatory actions; the
inability of ManTech to retain and hire key personnel; the risk that certain
contractual restrictions contained in the business combination agreement during
the pendency of the proposed transaction could adversely affect ManTech's
ability to pursue business opportunities or strategic transactions; and failure
to maintain ManTech's relationship with the U.S. government, or the failure to
compete effectively for new contract awards or to retain existing U.S.
government contracts during the pendency of the transaction.
Forward-looking statements are based on current expectations and assumptions,
which are subject to risks and uncertainties that may cause actual results to
differ materially from those expressed in or implied by such forward-looking
statements. Given these risks and uncertainties, persons reading this
communication are cautioned not to place undue reliance on such forward-looking
statements. ManTech assumes no obligation to update or revise the information
contained in this communication (whether as a result of new information, future
events or otherwise), except as required by applicable law.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 Form of Amendment to Executive Continuity and Stay Incentive
Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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