UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 29, 2015
THE MADISON SQUARE GARDEN COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 1-34434 | No. 27-0624498 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
Two Penn Plaza
New York, NY 10121
(Address of principal executive offices)
(212) 465-6000
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02: | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The Board of Directors (the Board) of The Madison Square Garden Company (the Company) appointed David OConnor as President and Chief Executive Officer of the Company effective July 15, 2015. Mr. OConnor, age 57, has worked at Creative Artists Agency (CAA), an entertainment and sports agency, since 1983, and has served as a Partner and Managing Director of CAA since 1995.
In connection with Mr. OConnors appointment as President and Chief Executive Officer, Mr. OConnor and the Company entered into an employment agreement dated June 29, 2015. The term of the employment agreement will commence on July 15, 2015 (the Effective Date). The employment agreement provides for an annual base salary of not less than $2,000,000 and, commencing with the fiscal year beginning July 1, 2015, an annual target bonus equal to not less than 200% of Mr. OConnors annual base salary. Mr. OConnor will also participate in future long-term incentive programs that are made available to similarly situated executives of the Company, subject to Mr. OConnors continued employment by the Company. Commencing with the fiscal year beginning July 1, 2015, and each fiscal year thereafter, it is expected that Mr. OConnor will receive one or more long-term awards with an aggregate target value of not less than $9,000,000.
In connection with the execution of the employment agreement, Mr. OConnor will receive a one-time grant of restricted stock units with an aggregate grant date value equal to $40,000,000, determined based on the average closing price of a share of the Companys Class A Common Stock for the 20 trading days prior to, but not including, the Effective Date (the Make-Whole Grant). The Make-Whole Grant value will cliff vest on the third anniversary of the Effective Date subject to the achievement of performance metrics to be established by the Compensation Committee of the Board. Under the agreement, Mr. OConnor will be eligible to participate in the Companys standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.
If Mr. OConnors employment with the Company is terminated prior to the third anniversary of the Effective Date (i) by the Company (other than for Cause), or (ii) by Mr. OConnor for Good Reason (so long as Cause does not then exist), then, subject to Mr. OConnors execution of a separation agreement with the Company, the Make-Whole Grant will vest and be delivered (or if the performance conditions applicable to the Make-Whole Grant have not been satisfied, the Make-Whole Grant will be delivered promptly after the performance conditions have been satisfied).
If Mr. OConnors employment with the Company is terminated on or after the third anniversary of the Effective Date and on or prior to September 30, 2020 (the Scheduled Expiration Date) (i) by the Company (other than for Cause), or (ii) by Mr. OConnor for Good Reason (so long as Cause does not then exist), then, subject to Mr. OConnors execution of a separation agreement with the Company, the Company will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Company, but in no event less than two times the sum of Mr. OConnors annual base salary and annual target bonus; (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred; (c) each of Mr. OConnors outstanding long-term cash awards will immediately vest in full and will be payable to Mr. OConnor to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. OConnors outstanding restricted stock or restricted stock units granted to him under the plans of the Company will immediately be eliminated and will be payable or deliverable to Mr. OConnor subject to satisfaction of any applicable performance criteria; and (e) each of Mr. OConnors outstanding stock options and stock appreciation awards under the plans of the Company will immediately vest.
The employment agreement contains certain covenants by Mr. OConnor including a noncompetition agreement that restricts Mr. OConnors ability to engage in competitive activities until the first anniversary of a termination of his employment with the Company on or prior to the Scheduled Expiration Date (or, if Mr. OConnor remains continuously employed by the Company through the Scheduled Expiration Date, then until the Scheduled Expiration Date).
The description above is qualified in its entirety by reference to Mr. OConnors Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
10.1 | Employment Agreement dated June 29, 2015, between the Company and David OConnor. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 30, 2015 | THE MADISON SQUARE GARDEN COMPANY | |||
By: | /s/ Lawrence J. Burian | |||
Name: Lawrence J. Burian | ||||
Title: Executive Vice President, General Counsel & Secretary |
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