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As Of Filer Filing For·On·As Docs:Size 12/30/14 Kennedy-Wilson Holdings, Inc. 8-K:5,9 12/29/14 5:424K |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 38K
2: EX-3.1 Amended and Restated Bylaws of Kennedy-Wilson HTML 86K
Holdings, Inc.
3: EX-10.1 Exemployment Agreement, Dated as of December 29, HTML 63K
2014, by and Between Kennehibit
4: EX-10.2 Employment Agreement, Dated as of December 29, HTML 62K
2014, by and Between Kennedy-Wils
5: EX-10.3 Employment Agreement, Dated as of December 29, HTML 62K
2014, by and Between Kennedy-Wils
| 8-KDecember292014 |
Delaware | 26-0508760 | |||
(State
or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
• | a
term of five years, expiring on December 29, 2019; |
• | an annual base salary of $800,000; |
• | that Mr. Mouton will receive an annual performance bonus and equity compensation in amounts approved by the Company’s compensation committee or board of directors, as applicable; |
• | that,
upon death or termination for disability, Mr. Mouton will be entitled to (i) the payment of (A) the sum of (x) the base salary that otherwise would have been paid throughout the remainder of the employment term, plus (y) the amount of Mr. Mouton’s performance bonus for the most recent calendar year prior to the triggering event or (B) such other amount that the Company’s compensation committee may determine from time to time (the Company may discharge its obligation to pay the amount described in (i) by purchasing and paying for the premiums for one or more insurance policies with the beneficiary being Mr. Mouton), and (ii) the vesting of all unvested equity-based compensation awards granted to Mr. Mouton; |
• | that,
upon termination of Mr. Mouton’s employment without “cause” or Mr. Mouton’s resignation for “good reason” (each as defined in Mr. Mouton’s employment agreement), Mr. Mouton will be entitled to (i) the continued payment of base salary (not taking into account any reduction in base salary that constituted good reason) and benefit continuation (other than continued participation in the Company’s 401(k) plan) through the remainder of the employment term, (ii) the vesting of all unvested equity-based compensation awards granted to Mr. Mouton, and (iii) a lump sum severance payment in an amount equal to: |
• | two times the average of the sum of the following
for the three preceding fiscal years: |
• | Mr. Mouton’s annual base salary (not taking into account any reduction in base salary that constituted good reason); |
• | Mr. Mouton’s performance bonus; and |
• | the value of the annual equity-based compensation award granted to Mr. Mouton (which will be deemed, for each
fiscal year, to be the greater of (1) the grant date fair value of the award for such fiscal year, or (2) $1,750,000), |
• | an amount equal to (1) Mr. Mouton’s monthly base salary in effect as of the time of such termination (not taking into account any reduction in base salary that constituted good reason) multiplied by (2) the number of months remaining in Mr. Mouton’s term of employment as of such date. |
• | a
term of five years, expiring on December 29, 2019; |
• | an annual base salary of $600,000; |
• | that Mr. Windisch will receive an annual performance bonus and equity compensation in amounts approved by the Company’s compensation committee or board of directors, as applicable; |
• | that,
upon death or termination for disability, Mr. Windisch will be entitled to (i) the payment of (A) the sum of (x) the base salary that otherwise would have been paid throughout the remainder of the employment term, plus (y) the amount of Mr. Windisch’s performance bonus for the most recent calendar year prior to the triggering event or (B) such other amount that the Company’s compensation committee may determine from time to time (the Company may discharge its obligation to pay the amount described in (i) by purchasing and paying for the premiums for one or more insurance policies with the beneficiary being Mr. Windisch), and (ii) the vesting of all unvested equity-based compensation awards granted to Mr. Windisch; |
• | that,
upon termination of Mr. Windisch’s employment without “cause” or Mr. Windisch’s resignation for “good reason” (each as defined in Mr. Windisch’s employment agreement), Mr. Windisch will be entitled to (i) the continued payment of base salary (not taking into account any reduction in base salary that constituted good reason) and benefit continuation (other than continued participation in the Company’s 401(k) plan) through the remainder of the employment term, (ii) the vesting of all unvested equity-based compensation awards granted to Mr. Windisch, and (iii) a lump sum severance payment in an amount equal to: |
• | two times the average of the sum of
the following for the three preceding fiscal years: |
• | Mr. Windisch’s annual base salary (not taking into account any reduction in base salary that constituted good reason); |
• | Mr. Windisch’s performance bonus; and |
• | the value of the annual equity-based compensation award granted to Mr. Windisch (which will
be deemed, for each fiscal year, to be the greater of (1) the grant date fair value of the award for such fiscal year, or (2) $2,000,000), |
• | an amount equal to (1) Mr. Windisch’s monthly base salary in effect as of the time of such termination (not taking into account any reduction in base salary that constituted good reason) multiplied by (2) the number of months remaining in Mr. Windisch’s term of employment as of such date. |
• | a
term of five years, expiring on December 29, 2019; |
• | an annual base salary of $600,000; |
• | that Mr. Enbody will receive an annual performance bonus and equity compensation in amounts approved by the Company’s compensation committee or board of directors, as applicable; |
• | that,
upon death or termination for disability, Mr. Enbody will be entitled to (i) the payment of (A) the sum of (x) the base salary that otherwise would have been paid throughout the remainder of the employment term, plus (y) the amount of Mr. Enbody’s performance bonus for the most recent calendar year prior to the triggering event or (B) such other amount that the Company’s compensation |
• | that, upon termination of Mr. Enbody’s employment without “cause” or Mr. Enbody’s resignation for “good reason” (each as defined in Mr. Enbody’s employment agreement), Mr. Enbody will be entitled to (i) the continued payment of base salary (not taking into account any reduction in base salary that constituted good reason) and benefit continuation (other than continued participation in the Company’s 401(k) plan) through the remainder of the employment term, (ii) the vesting of all unvested
equity-based compensation awards granted to Mr. Enbody, and (iii) a lump sum severance payment in an amount equal to: |
• | two times the average of the sum of the following for the three preceding fiscal years: |
• | Mr. Enbody’s annual base salary (not taking into account any reduction in base salary that constituted good reason); |
• | Mr.
Enbody’s performance bonus; and |
• | the value of the annual equity-based compensation award granted to Mr. Enbody (which will be deemed, for each fiscal year, to be the greater of (1) the grant date fair value of the award for such fiscal year, or (2) $1,500,000), |
• | an amount equal to (1) Mr. Enbody’s monthly base salary in effect as of the time of such termination (not taking into account any reduction in base salary that constituted good reason) multiplied by (2) the number
of months remaining in Mr. Enbody’s term of employment as of such date. |
ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
• | that the Board of Directors may determine to hold meetings of stockholders solely by
means of remote communication (i.e., a “virtual meeting”) in accordance with Section 211(a) of the Delaware General Corporation Law (the “DGCL); |
• | that the voting standard required to approve general matters brought before a meeting of stockholders (i.e., items other than the election of directors and matters for which the Company’s certificate of incorporation or bylaws, the DGCL or the
rules or regulations of any stock exchange applicable to the Company prescribe a specific vote) shall be “a majority of the votes cast” on the matter; |
• | that stockholders seeking to act by written consent in lieu of a meeting must first request that the Board of Directors fix a record date for determining stockholders entitled to act by written consent; |
• | consolidated
advance notice requirements for all stockholder business proposals and director nominations; |
• | that the Board of Directors may take action in lieu of a meeting by unanimous consent given by electronic transmission in accordance with Section 141(f) of the DGCL; and |
• | that Directors of the Company’s classified board may not be removed without cause in accordance with Section 141(d) of the DGCL. |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
Exhibit
Number | Description |
3.1 | Amended and Restated Bylaws of Kennedy-Wilson Holdings, Inc. |
10.1 | Employment Agreement, dated as of December 29, 2014, by and between Kennedy-Wilson, Inc. and Kent Mouton. |
10.2 | Employment Agreement, dated as of December 29, 2014, by and between Kennedy-Wilson, Inc. and Matt Windisch. |
10.3 | Employment
Agreement, dated as of December 29, 2014, by and between Kennedy-Wilson, Inc. and Justin Enbody. |
KENNEDY-WILSON
HOLDINGS, INC. | ||
By: | /s/ JUSTIN ENBODY | |
Chief
Financial Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/29/19 | None on these Dates | |||
| Filed as of: | 12/30/14 | |||
| Filed on / For Period End: | 12/29/14 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/23 Kennedy-Wilson Holdings, Inc. 10-K/A 12/31/22 17:1.2M 2/23/23 Kennedy-Wilson Holdings, Inc. 424B3 1:4.9M 2/22/23 Kennedy-Wilson Holdings, Inc. 10-K 12/31/22 119:23M 3/31/22 Kennedy-Wilson Holdings, Inc. 10-K/A 12/31/21 16:660K 2/28/22 Kennedy-Wilson Holdings, Inc. 424B3 1:4.4M 2/25/22 Kennedy-Wilson Holdings, Inc. 10-K 12/31/21 118:23M 3/01/21 Kennedy-Wilson Holdings, Inc. 424B3 1:5.1M 2/26/21 Kennedy-Wilson Holdings, Inc. 10-K 12/31/20 123:27M |