Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in GTT Communications, Inc.'s (the "Company") Current
Report on Form 8-K filed on December 29, 2020, pursuant to the delayed draw
conditions of that certain Priming Facility Credit Agreement, dated as of
December 28, 2020 (the "Priming Credit Agreement"), among the Company, GTT
Communications B.V., the lenders party thereto and Delaware Trust Company, as
administrative agent and collateral agent, the Company is required to, among
other things, (i) appoint two additional directors to the board of directors
(the "Board") of the Company and to the Strategic Planning Committee of the
Board (the "Strategic Planning Committee") and (ii) appoint one observer to the
Strategic Planning Committee, in each case by January 8, 2021.
On January 7, 2021, the Board appointed Anthony M. Abate and Sherman Edmiston
III to each of the Board and the Strategic Planning Committee, effective January
7, 2021. The Board designated Mr. Abate and Mr. Edmiston to each serve until his
successor is duly appointed, or until his earlier death, resignation or removal.
On January 7, 2021, the Company also appointed Scott D. Vogel as a non-voting
observer to the Strategic Planning Committee.
Mr. Abate, 56, has served as the Chief Operating Officer and Chief Financial
Officer of Echo360, Inc., an education technology company, since August 2007. He
has also served as chairman of the board of directors of Southeastern Grocers, a
multi-brand grocery store business, since May 2018, a director for Tops Markets
Corporation, a private regional grocery chain, since November 2018, and a
director for Denbury, Inc., an independent energy company, since November 2020.
Mr. Abate's previous experience includes serving as a General Partner at Battery
Ventures, where he led several mobile and network-based communications
investments; as Chief Financial Officer of Grab Networks; as Engagement Manager
at McKinsey & Company, focusing on the technology, media and telecom sector; and
as a director for Broadview Networks and Cbeyond. Mr. Abate graduated summa cum
laude with a BSE in Electrical Engineering from Duke University and holds an MBA
with honors from Harvard Business School. The Company believes that Mr. Abate's
extensive business experience and corporate finance background qualify him to
serve as one of our directors.
Mr. Edmiston, 58, has served as a Managing Member of HI CapM Advisors, a
consulting firm providing strategic and financial advice to corporations, PE
firms and hedge funds, since August 2016. He also currently serves as a director
of Arch Coal, Inc., the second largest producer of thermal and metallurgical
coal in the United States, Arko Corp., a leading independent convenience store
operator, Key Energy Services, Inc., a leading provider of oilfield services
such as well service rigs and fluid management services in the Permian Basin and
California, and Mallinckrodt SpecGX, a leading developer and manufacturer of
high-quality specialty generic drugs and bulk API products including opioids and
acetaminophen. Mr. Edmiston has previously served as a director of Centric
Brands, Inc., Monitronics International, Inc., Maremont Corporation and HCR
ManorCare Inc. Mr. Edmiston holds a BSE in Mechanical Engineering from the
University of Arizona and an MBA from the University of Michigan. The Company
believes that Mr. Edmiston's expertise in strategic planning, finance and board
leadership and his experience as a director of other public companies qualify
him to serve as one of our directors.
Mr. Vogel, 45, has been a managing member of Vogel Partners, LLC, a private
investment and advisory firm, since July 2016. From 2002 through July 2016, he
worked at Davidson Kempner Capital Management, L.L.C., where he was a Managing
Director overseeing a team focused on investments in North American companies in
financial distress. From 1999 to 2001, he was an analyst at MFP Investors LLC
investing in special situations and turnaround opportunities. Prior to MFP
Investors, he was an investment banker at Chase Securities. Mr. Vogel has served
on numerous boards during his career and is currently a member of the boards of
directors of Avaya Holdings Corp., Bonanza Creek Energy, Inc., Contura Energy
Inc., CBL & Associates Properties, Inc. and several private companies. He
received a BS in business administration from Washington University in St. Louis
and an MBA from The Wharton School at the University of Pennsylvania.
Mr. Abate, Mr. Edmiston and Mr. Vogel will each receive a monthly cash retainer
of $30,000, payable in advance of the month, for their service as members of the
Strategic Planning Committee. Mr. Abate and Mr. Edmiston will not receive any
additional compensation for their service on the Board.
In addition, the Board approved the entry into indemnification agreements with
Mr. Abate, Mr. Edmiston and Mr. Vogel in substantially the form attached as
Exhibit 10.3 to the Company's Current Report on Form 8-K filed on October 28,
2020. The description of the Company's form of indemnification agreement
included in the Company's Current Report on Form 8-K filed on October 28, 2020
and Exhibit 10.3 thereto are incorporated herein by reference.
Except as described above, there are no arrangements or understandings between
either Mr. Abate or Mr. Edmiston and any other persons pursuant to which they
were appointed as directors. With respect to Item 404(a) of Regulation S-K,
there are no related party transactions involving either Mr. Abate or Mr.
Edmiston that would be required to be reported.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 7, 2021, the Board approved an amendment to the Company's Amended and
Restated By-Laws (the "Amendment") to provide that the number of directors
constituting the entire Board shall be not more than thirteen nor less than one,
as fixed by the Board. The Amendment increases the maximum number of directors
from eleven to thirteen.
The Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed as part of this report:
Number Description
3.1 Amendment No. 2 to Amended and Restated By-Laws of GTT Communications, Inc.
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