Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on December 12, 2021, SPX FLOW, Inc., a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with LSF11 Redwood Acquisitions, LLC, a Delaware limited
liability company ("Parent"), and Redwood Star Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent.
In connection with the transactions contemplated by the Merger Agreement,
certain executive officers of the Company (including its current named executive
officers) may become entitled to payments and benefits that could be treated as
"excess parachute payments" within the meaning of Section 280G ("Section 280G")
of the Internal Revenue Code of 1986, as amended. To mitigate the potential
impact of Section 280G on the Company and the executive officers, on December
20, 2021, the Compensation Committee of the Company's Board of Directors
approved the acceleration into December 2021 of the following compensation items
with respect to the Company's named executive officers: (i) the payment of the
portion of the 2021 annual bonuses under the SPX FLOW Annual Enterprise
Incentive Plan that would have otherwise been paid in the first quarter of 2022
to Marcus G. Michael, Jaime M. Easley, Alvin T. Jeffers and Kevin Eamigh at 100%
performance level (i.e., target), with any portion of such bonuses earned in
excess of the target paid in January 2022, and (ii) the immediate vesting of
77,063 Restricted Stock Units ("RSUs") for Mr. Michael, 15,622 RSUs for Mr.
Easley, 11,208 RSUs for Mr. Jeffers and 11,208 RSUs for Mr. Eamigh, all of which
were originally scheduled to vest in the first quarter of 2022.
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