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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2024, the Company's Compensation Committee, following consultation with the Company's compensation and legal advisors, approved cash retention bonuses (each, a “Retention Bonus”) and a form of Retention Bonus Agreement (the “Retention Bonus Agreement”) for the Company’s executive officers and other key employees (each, a “Participant”). The Retention Bonuses will enable the Company to retain and motivate the Participants through the previously disclosed disruptions to the Company's business.
Pursuant to the Retention Bonus Agreements, Participants will be paid the Retention Bonuses over the course of four quarterly installments during the twelve months beginning on or about May 1, 2024 (“Effective Date”), subject to the Participant’s continued active employment with the Company and other conditions set forth in the Retention Bonus Agreement, as follows:
| % of Retention Bonus Paid | Date Paid to Participant | |
| 12.5% | 3 months after Effective Date | |
| 12.5% | 6 months after Effective Date | |
| 25.0% | 9 months after Effective Date | |
| 50.0% | 12 months after Effective Date |
Management has allocated approximately $4.0 million for the Retention Bonus program. The Retention Bonuses received by our named executive officers are set forth in the table below. Our Interim Chief Executive Officer, John Ratigan, voluntarily withdrew from the program.
| Name | Title | Retention Bonus | ||||
| Michael A. Bondi | Chief Financial Officer | $ | 334,750.13 | |||
| Maria Hedden | Chief Operating Officer | $ | 334,750.13 | |||
| Donald E. Walther | Chief Legal Officer | $ | 308,750.16 | |||
| Nancy Stallone | Treasurer | $ | 150,000.03 | |||
The above summary of the Retention Bonuses is qualified in its entirety by reference to the complete terms and conditions as set forth in the Retention Bonus Agreement, the form of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Form of Retention Bonus Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 2, 2024 | |||
| COMTECH TELECOMMUNICATIONS CORP. | |||
| By: | /s/ Donald E. Walther | ||
| Name: | Donald E. Walther | ||
| Title: | Chief Legal Officer and Corporate Secretary | ||
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