CORE-MARK HOLDING COMPANY, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Compensatory Arrangements of Certain Officers.
On
Under the Executive Severance Plan, employees of the Company with the title of Vice President, Senior Vice President or Executive Vice President ("participants") are eligible for severance in the event of a participant's termination of employment by the Company without "cause" or by the participant for "good reason" during the period commencing on the effective time of the merger and ending on the date that is twelve (12) months thereafter (a "Qualifying Termination").
The Executive Severance Plan provides that participants are eligible to receive a cash severance payment upon a Qualifying Termination, the amount of which is determined based on the participant's years of service with the Company, as set forth in the following table:
• Less than 2 years of service - 2 months of base salary and target bonus.
• Between 2 and 5 years of service - 4 months of base salary and target bonus.
• Between 5 and 10 years of service - 8 months of base salary and target
bonus.
• Between 10 and 20 years of service - 12 months of base salary and target
bonus.
• More than 20 years of service - 18 months of base salary and target bonus.
Additionally, Vice Presidents and Senior Vice Presidents are eligible for a
minimum benefit payment equal to 12 months of base salary and target bonus and
Executive Vice Presidents are eligible for a minimum benefit of payments equal
to 18 months of base salary and target bonus. No severance payment will exceed
18 months of base salary and target bonus. Participants are also entitled to
receive a prorated bonus for the year in which a Qualifying Termination occurs,
with the amount of such prorated bonus equal to the product of (a) the
participant's target bonus for the year in which the Qualifying Termination
occurs, and (b) a fraction, the numerator of which is the number of days from
All severance benefits under the Executive Severance Plan are conditioned on the participant signing and not revoking a general release of claims. The Executive Severance Plan does not provide for any excise tax gross-up payments.
The foregoing description of the Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the complete copy of the Executive Severance Plan attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Merger Agreement Proposal. The stockholders adopted the Merger Agreement. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 35,180,907 3,054,606 58,075 0
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2. Merger-Related Compensation Proposal. The stockholders approved, on a non-binding advisory basis, compensation payable to executive officers of the Company in connection with the proposed transactions. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 37,155,543 1,068,836 69,209 0
3. Core-Mark Adjournment Proposal. The stockholders voted to allow the chairman of the Special Meeting to adjourn the Special Meeting from time to time, if necessary or appropriate, (a) due to the absence of a quorum, (b) to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Merger Agreement Proposal or (c) to allow reasonable additional time for the filing and mailing of any required supplement or amendment to the accompanying proxy statement/prospectus, and the review of such materials by Company stockholders. Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal and no additional time was required to timely provide any supplement or amendment to the proxy statement/prospectus. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 35,476,342 2,753,394 63,852 0
Item 8.01 Other Events.
As previously announced on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1Core-Mark Holding Company, Inc. Executive Change in Control Severance Pay Plan 104 Cover Page Interactive Data file (embedded within the Inline XBRL document)
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