Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 25K
7: R1 Document And Entity Information HTML 46K
9: XML IDEA XML File -- Filing Summary XML 11K
6: XML XBRL Instance -- aegn20200901_8k_htm XML 12K
8: EXCEL IDEA Workbook of Financial Reports XLSX 6K
3: EX-101.DEF XBRL Definitions -- aegn-20200902_def XML 37K
4: EX-101.LAB XBRL Labels -- aegn-20200902_lab XML 47K
5: EX-101.PRE XBRL Presentations -- aegn-20200902_pre XML 36K
2: EX-101.SCH XBRL Schema -- aegn-20200902 XSD 14K
10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K
11: ZIP XBRL Zipped Folder -- 0001437749-20-019252-xbrl Zip 10K
Registrant’s telephone number, including area code: (i636) i530-8000
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass A Common Shares, $0.01 par value
iAEGN
iThe Nasdaq Global Select Market
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 i☐
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 8.01.
Other Events
Sale of Shares by Chief Executive Officer to Independent Director
On September 2, 2020, Charles R. Gordon, President and Chief Executive Officer of Aegion Corporation (the “Company”), sold an aggregate of 50,000 shares of the Company’s Class A common stock (the “Sale”) in a private transaction to Walter J. Galvin, an independent member of the Company’s Board of Directors. The per share price of the Sale was $16.26, which reflects the average closing share price of the Company’s Class A common stock for the five trading days preceding the date of Sale. The Sale was consummated pursuant to an agreement (the “Agreement”) previously executed by Mr. Gordon and Mr. Galvin. The terms of the Agreement
were designed to be consistent with the Company’s insider trading policy and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, which permit officers and directors of the Company to enter into a pre-arranged plan for buying or selling Company stock at a time when the officer and/or director is not in possession of material, nonpublic information about the Company. The shares sold represent approximately 0.16% of the Company’s outstanding shares.
As disclosed on July 30, 2020, Mr. Gordon announced his intention to retire as President and Chief Executive Officer of the Company once a successor is named and successfully onboarded. In light of his pending retirement, Mr. Gordon sold the shares as part of his long-term investment strategy for asset diversification, liquidity and family financial planning. The shares sold constituted 21.8% of the shares that Mr. Gordon held either outright or which Mr. Gordon will acquire pursuant to vested deferred stock units. Following the Sale, Mr. Gordon owns, or will acquire pursuant to vested deferred stock units, 179,678 shares of the Company’s Class A common stock. Further, Mr. Gordon holds 157,141 unvested restricted stock units with various
vesting dates, some of which will vest upon Mr. Gordon’s upcoming retirement, pursuant to the terms of Mr. Gordon’s outstanding equity awards. Other than sales to satisfy tax liabilities associated with the vesting of equity awards, Mr. Gordon has not sold any other shares of the Company since becoming the Company’s President and Chief Executive Officer in 2014. After the Sale, Mr. Gordon remains in compliance with the Company’s stock ownership guidelines that provide that the Chief Executive Officer shall retain equity holdings in the Company with a value equal to at least three times his annual base pay, excluding unvested equity
awards.
Following the Sale, Mr. Galvin owns, or will acquire pursuant to vested deferred stock units, 116,452 shares of the Company’s Class A common stock. Mr. Galvin also holds 9,381 unvested deferred stock units, all of which will vest within the next ten months.
The sale transaction by Mr. Gordon and the purchase transaction by Mr. Galvin will each be disclosed publicly through Form 4s filed on September 3, 2020 with the Securities and Exchange Commission.
Except as may be required by law, the Company does not undertake to: (i) make any future disclosures in connection with any sales or purchases of Company stock by Mr. Gordon, Mr. Galvin or by any other executive officer or director of the Company; or (ii) report on specific pre-arranged Rule 10b5-1 stock trading plans of Company officers or directors, or to report modifications or terminations of the aforementioned plan or the plans of any other individual.
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.