Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 19, 2021, the Board of Directors (the "Board") of AMC Networks Inc.
(the "Company") elected Christina Spade to serve as the Company's Chief
Operating Officer in addition to retaining her role as Chief Financial Officer
of the Company. In connection therewith, the Company entered into an agreement
with Ms. Spade (the "Amendment") to amend the Employment Agreement by and
between the Company and Ms. Spade, dated as of January 12, 2021 (the "Employment
Agreement"). The Employment Agreement will remain in full force and effect
except to the extent modified by the Amendment, as described below.
Pursuant to the Amendment, effective as of the date of the Amendment, Ms. Spade
will continue as an employee of the Company and serve as the Company's Chief
Operating Officer and Chief Financial Officer, provided that at any time the
Board appoints a successor Chief Financial Officer, her title will be Chief
Operating Officer and she will no longer serve as the Company's Chief Financial
Officer. Effective as of the date of the Amendment, Ms. Spade's annual base
salary will be increased to $1,250,000. Retroactive to January 1, 2021, her
annual target bonus opportunity will be increased to 175% of annual base salary.
Beginning in 2022, it is expected that Ms. Spade's participation in the
Company's long-term incentive programs will consist of annual grants of cash
and/or equity awards with an aggregate target value of not less than $3,750,000,
as determined by the Compensation Committee of the Board (the "Compensation
Committee"). In addition to the grants of restricted stock units and cash
performance awards with a combined aggregate target value of $3,000,000 that
were previously granted to Ms. Spade for the 2021 award cycle, in November 2021,
Ms. Spade will be recommended to the Compensation Committee for additional
grants of long-term awards with an aggregate target value of $750,000, which
grants will be comprised of a one-time restricted stock unit award with a target
value of $375,000 and a one-time cash-performance award with a target value of
$375,000.
In addition, on or as soon as reasonably practicably following the date of the
Amendment, Ms. Spade will be granted a special award of restricted stock units
with a target value of $500,000 (the "Special Equity Award"), which will vest on
the Expiration Date (as defined in the Employment Agreement); provided that (a)
the Special Equity Award will vest on a Change of Control of the Company (as
defined in the award agreement for the Special Equity Award); and (b) subject to
Ms. Spade's execution and the effectiveness of the Severance Agreement (as
defined in the Employment Agreement), the Special Equity Award will vest on a
termination of employment (1) by the Company, (2) by Ms. Spade for Good Reason
(as defined in the Employment Agreement) or (3) due to death or physical or
mental disability, at which time of such termination under clauses (1), (2) or
(3) Cause (as defined in the Employment Agreement) does not exist.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following Exhibit is furnished as part of this Report on Form
8-K:
Exhibit Number Item
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses