UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

March 15, 2017

 

 

PCTEL, Inc.

(Exact name of registrant as specified in its charter)

 

 

471 Brighton Drive 

Bloomingdale, Illinois 60108 

(Address of Principal Executive Offices, including Zip Code)

 

(630) 372-6800

(Registrant’s telephone number, including area code)

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(b))

[  ] 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))

 

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Section 5 – Corporate Governance and Management

 

 

On March 15, 2017, the Board of Directors (the “Board”) of PCTEL, Inc. (the “Company” or “PCTEL”), upon the recommendation of the Compensation Committee of the Board, approved base salaries and fiscal 2017 incentives for the named executive officers, as described below.

 

Base Salaries

 

The Compensation Committee based its recommendation to the Board with respect to base salaries of the named executive officers on the assessment of the performance, experience and responsibilities of each named executive officer, the Company’s performance, and recommendations provided by the Committee’s independent compensation consultant.

 

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¹    Increased effective January 2, 2017 in connection with Mr. Neumann’s promotion to his current role, as disclosed in the Current Report on Form 8-K dated September 20, 2016.

²    Increased effective April 1, 2017.

³    Increased effective January 1, 2017 in connection with Mr. Bharadwaj’s and Mr. Miller’s promotions to their current roles, as disclosed in the Current Report on Form 8-K dated November 21, 2016.

⁴    Established effective January 2, 2017 in connection with Mr. Singer’s transition from the role of Chairman and Chief Executive Officer to his current role, as disclosed in the Current Report on Form 8-K dated September 20, 2016.

 

Adoption of 2017 Short-Term Incentive Plan

 

The Board adopted and approved a simplified Short Term Incentive Plan for 2017 (the “2017 STIP”). The 2017 STIP is designed to provide incentive awards for the Chief Executive Officer, the other named executive officers and certain other employees of PCTEL based on the achievement of specifically-identified, short-term corporate and business segment goals for 2017.

 

The material terms of the 2017 STIP included the following:

 

 

 

 

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Adoption of 2017 Long-Term Incentive Plan

 

The Board also approved the grant of long-term incentive equity awards under the Company’s Stock Plan.  The simplified Long-Term Incentive Plan for 2017 (“2017 LTIP”) employs service-based vesting.  The number of restricted shares awarded under the 2017 LTIP was substantially reduced from previous years, and the restricted shares will vest in their entirety on the second anniversary of the grant date, versus in equal annual increments over a four-year period.  Each named executive officer must be an employee of the Company on the vesting date in order to receive the equity award.  Mr. Singer will not participate in the 2017 LTIP.

 

 

 

 

 

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  March 21, 2017