SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of||(Commission||(I.R.S. Employer|
|incorporation)||File Number)||Identification No.)|
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which |
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). Emerging growth company
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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with a review of our current management structure, we have determined to eliminate the position of Chief Operating Officer. On August 31, 2020, Robert J. Folkes was notified that he would be terminated from his position as our Chief Operating Officer and as an employee, effective September 30, 2020. The responsibilities of that position will be handled by other officers and employees following Mr. Folkes’ termination. Subject to certain conditions, including that Mr. Folkes sign and not rescind certain releases, Mr. Folkes is entitled to receive severance pursuant to the Tactile Systems Technology, Inc. Executive Employee Severance Plan (the “Severance Plan”). Under the Severance Plan, Mr. Folkes will receive:
|·||an amount equal to one times his annualized base salary as of the termination date, payable in accordance with our regular payroll schedule over the 12 months thereafter;|
|·||the portion of the premium costs that we would have paid, if he had remained employed by us, for continued group health insurance coverage following the termination date, at the same level of coverage, for a period of 12 consecutive months after the termination date (or until group health or dental coverage from another employer is received, if earlier); and|
|·||with respect to all equity-based awards that have been granted to him that are outstanding and not fully vested on such termination date (each, an “Equity Award”), a pro rata portion of the unvested portion of such Equity Award will vest as of the date his release of claims becomes irrevocable. His stock option awards will remain exercisable to the extent so vested for one year after the termination date.|
The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|10.1||Tactile Systems Technology, Inc. Executive Employee Severance Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed November 5, 2018)|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|TACTILE SYSTEMS TECHNOLOGY, INC.|
|Date: September 3, 2020||By:||/s/ Brent A. Moen|
|Brent A. Moen|
|Chief Financial Officer|