Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In response to the impacts of COVID-19 on the business of RigNet, Inc. (the
"Company"), our Chief Executive Officer has elected to reduce his 2020 base
salary by 20% effective May 1, 2020. Our other named executive officers (as
defined in the proxy statement for our 2020 annual meeting of stockholders,
filed with the Securities and Exchange Commission on April 8, 2020) have elected
to reduce their 2020 base salaries by 15 % effective May 1, 2020. In addition,
our Board of Directors has elected to take a 35% reduction in cash retainer fees
for the first quarter of 2020. On April 17, 2020, the Compensation Committee of
our Board of Directors approved these changes in named executive officer
compensation.
Item 7.01 Regulation FD Update
Effective May 1, 2020, in addition to base salary reductions of our Chief
Executive Officer and other named executive officer and the reduction to the
Board of Directors cash retainer fees described under Item 5.02, we have reduced
base pay for certain other employees by graduated amounts between 10% and 15%.
The information disclosed in this Item 7.01 is being furnished and shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities under
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act except as expressly set forth by specific reference in such filing.
Safe Harbor Statement
Statements contained in this Current Report on Form 8-K that state expectations
or predictions about the future are forward-looking statements intended to be
covered by the safe harbor provisions of the Securities Act and the Exchange
Act. Examples of these statements include, without limitation, statements
related to pay and retainer reductions. The Company's actual results could
differ materially from those projected in such forward-looking statements.
Factors that could affect those results include "Risk Factors" and the other
factors appearing in the documents that the Company has filed with the
Securities and Exchange Commission. These forward-looking statements are based
on our current expectations and beliefs concerning future developments and their
potential effect on us. While management believes that these forward-looking
statements are reasonable as and when made, there can be no assurance that
future developments affecting us will be those that we anticipate. Readers of
this Current Report on Form 8-K should consider these factors in evaluating, and
are cautioned not to place undue reliance on, the forward-looking statements
contained therein. The Company assumes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
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.
RIGNET, INC.
By: /s/ Brad Eastman
Brad Eastman
Senior Vice President & General Counsel
Dated: April 21, 2020
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