Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 11, 2022, Covetrus, Inc. (the "Company") announced that Matthew
Foulston, the Company's Executive Vice President and Chief Financial Officer,
has informed the Company that he will be retiring from the Company effective
December 31, 2022.
On August 5, 2022, the Company entered into an amendment (the "Amendment") to
Mr. Foulston's employment agreement, dated as of May 11, 2020, in order to
retain Mr. Foulston's services through December 31, 2022, the final date of Mr.
Foulston's employment (the "Expiration Date"). The Amendment provides for, among
other terms: (i) the vesting of outstanding equity grants held by Mr. Foulston
on the earlier of the Expiration Date or the consummation of the previously
disclosed acquisition of the Company pursuant to the transactions contemplated
by that certain Agreement and Plan of Merger, by and among the Company, Corgi
Bidco, Inc., and Corgi Merger Sub, Inc., dated May 24, 2022; (ii) the payment of
Mr. Foulston's annual bonus at an amount equal to the greater of Mr. Foulston's
2022 target bonus or the amount earned based on the actual achievement of
performance goals under the Company's 2022 annual bonus plan; (iii) severance of
$2,020,000 paid over twelve months following the Expiration Date; (iv)
eighteen-months COBRA continuation; and (v) the payment of his base salary
through the Expiration Date if his employment is terminated prior to the
Expiration Date. In the event that Mr. Foulston's employment is terminated prior
to the Expiration Date, either by the Company without "cause," by Mr. Foulston
for "good reason" or by reason of death or "disability" (each as defined in the
Amendment), Mr. Foulston will continue to be entitled to the payments and
benefits described above, as well as payment of his base salary and provision of
health benefits through the Expiration Date.
The foregoing description of the Amendment is not complete and is qualified in
its entirety by reference to the full text, which is filed hereto as Exhibit
10.1 and incorporated by reference herein.
The Company has initiated a search to identify and recruit a candidate to fill
this position.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
Instrument of Amendment - Employment Agreement between Matthew
10.1 Foulston and Covetrus, Inc.
99.1 Press Release dated August 11, 2022--------------------------------------------------------------------------------
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COVETRUS, INC. 
