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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction |
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of incorporation) |
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| Identification No.) |
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2023, Primoris Services Corporation, a Delaware corporation (“Primoris, the “Company”) and John F. Moreno, Jr., reached a mutual agreement of employment separation, pursuant to which Mr. Moreno will no longer serve as Chief Operating Officer of Primoris effective as of May 22, 2023.
In connection with Mr. Moreno’s employment separation, the Company and Mr. Moreno entered into a mutual agreement of separation and general release dated May 25, 2023 (the “Separation Agreement”). The payments to be made under the Separation Agreement have been negotiated between the parties in connection with the mutual agreement of separation and are not equal to amounts that would have been paid for either: (1) a termination without cause or resignation with good reason; or (2) a termination for cause or resignation without good reason. Under the Separation Agreement, Mr. Moreno shall be paid $1,550,000, a portion of which shall be paid through the accelerated vesting of Restricted Stock Units (“RSUs”) previously awarded to Mr. Moreno in March 2023 under an RSU Agreement, with the balance payable in cash. All other RSUs and Performance Stock Units previously awarded to Mr. Moreno during the term of his employment that remain unvested as of May 22, 2023, shall be forfeited. The Separation Agreement requires payment to Mr. Moreno after full agreement execution and within three business days following the expiration of any statutory revocation period. The Separation Agreement releases Mr. Moreno from his non-compete obligations and contains other terms and post-employment obligations, including with respect to non-disparagement and non-solicitation.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. | Description | ||
10.1 | |||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) | ||
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SIGNATURES
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.
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| PRIMORIS SERVICES CORPORATION |
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Dated: May 26, 2023 |
| By: | /s/ Kenneth M. Dodgen |
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| Kenneth M. Dodgen |
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| Executive Vice President, Chief Financial Officer |
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