Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Addendum to Employment Agreement
On April 11, 2022, our board of directors, including all of our independent
directors, ratified and approved a two-year extension to the Executive
Employment Agreements for James O'Neil and William Clough. The extensions were
negotiated and approved by the Compensation Committee after review and approval
by a third-party, independent compensation consultant hired by the Company. The
Addenda left the salary and benefits for the two executives unchanged. The
primary changes were the 24-month extension and a revision of the Bonus
Provisions to be more in line with shareholder interests and industry
standards. The new provisions base the bonus on various criteria including, but
not limited to Total Shareholder Return (TSR) as measured against the Company's
peers. For further information, see the attached Addenda.
Exchange of Cash Settled Stock Appreciation Rights ("SAR") for Restricted Stock
Units ("RSU")
Effective as of April 13, 2022, the following named executive officers (NEO's)
exchanged the cash value of previously issued cash settled SAR's for RSU's as
summarized below:
NEO SAR's Value RSU's Vested Unvested
James F. O'Neil $ 2,122,078.14 1,035,161 373,055 662,106
William J. Clough $ 1,752,023.83 854,734 457,224 397,510
Daniel N. Ford (1) $ 1,413,959.64 689,736 362,324 327,412
(1)Mr. Ford was our former Chief Financial Officer.
The RSU's were issued at an exchange value of $2.05 per RSU. One third of the
RSU's vest immediately and the remainder vest in two equal annual instalments.
Item 5.08 Shareholder Director Nominations
We are pleased to announce that on April 11, 2022, the Board of Directors
of Orbital Energy Group, Inc. scheduled the 2022 Annual Meeting of Stockholders
to be held 9:00 am MST on Thursday, July 21, 2022, at Orbital Energy Group,
Inc., 1924 Aldine Western, Houston, Texas 77038. The record date for
determining stockholders entitled to notice of, and to vote at, the 2022 Meeting
is set at May 27, 2022, and only such stockholders will be entitled to notice of
and to vote at the 2022 Annual Meeting.
Because this meeting date differs more than thirty days from the anniversary of
the Company's 2021 Annual Meeting of Stockholders, held October 12, 2021, in
order for a stockholder to be entitled to vote, to bring a proposal or submit a
nominee for director at the 2022 Annual Meeting, such stockholder must be a
stockholder of record on May 27, 2022. Under the Security and Exchange
Commission's proxy rules, shareholder proposals that meet certain conditions may
be included in our Proxy Statement and such notice by such stockholder must be
received no later than 5:00 p.m. Houston local time on May 27, 2022.
Proposals and notices must be in writing and received by our Corporate Secretary
at Orbital Energy Group Global, Inc., Attn: Corporate Secretary, 1924 Aldine
Western, Houston, Texas 77038, and must also comply with the requirements set
forth in the rules and regulations of the Exchange Act and the Company's Bylaws.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Addendum "A" to employment agreement of James F. O'Neill III, Employee
99.2 Addendum "A" to employment agreement of William J. Clough, Employee
104 Cover Page Interactive Data File (embedded in the cover page formatted in
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