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): March 26, 2020

VECTRUS, INC.

(Exact name of Registrant as specified in its charter)

Indiana
0001-36341
38-3924636
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

2424 Garden of the Gods Road, Suite 300
Colorado Springs, CO 80919
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (719) 591-3600

Not Applicable
(Former name or former address, if changed since last report)
Securities Registered Under Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share
VEC
New York Stock Exchange

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:

[ ]    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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Mr. Kevin T. Boyle, Senior Vice President, Chief Legal Officer and General Counsel of Vectrus, Inc. (the “Company”) was identified as one of the named executive officers for 2019 in the Company’s 2020 Final Proxy Statement filed with the Securities and Exchange Commission on March 26, 2020 in connection with the Company’s 2020 Annual Meeting of Shareholders. Therefore, the Company is filing this Current Report on Form 8-K pursuant to Item 5.02(e) to provide disclosure in connection with the compensatory arrangements with Mr. Boyle.

On October 3, 2018, the Company and Mr. Boyle entered into an employment letter (the "Boyle Employment Letter") setting forth the terms and conditions of his employment as Senior Vice President, Chief Legal Officer and General Counsel of the Company. Mr. Boyle joined the Company on October 15, 2018. The material terms of the Boyle Employment Letter are set forth below.
1.
Compensation and Benefits.
 
a.
Annual Base Salary. Mr. Boyle’s initial base salary was $365,019.20.
b.
2018 Target Annual Incentive. Mr. Boyle is eligible to participate in the Company’s Annual Incentive Plan with a target award of 55% of his annual base salary, starting in 2018. For 2018, the award was prorated based on the number of months worked in 2018.
c.
Long-Term Incentives. Mr. Boyle is eligible to participate in the Company's Long-Term Incentive Award Program, subject to approval of his awards by the Compensation and Personnel Committee of the Board of Directors. For 2018, he was recommended for a total target award of $250,000, comprised of 50% in the form of a cash target based on the Company's relative total shareholder return performance (subject to a three-year performance period beginning January 1, 2018 through December 31, 2020), and 50% in restricted stock units. The restricted stock units will vest in one-third installments on the first, second and third anniversaries of the grant date.
d.
Other Benefit Programs. Mr. Boyle is eligible to participate in the Company’s benefit plans that are applicable to other employees.

The foregoing description of the terms of the Boyle Employment Letter is not complete and is subject to and qualified in its entirety by the Boyle Employment Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit No.
Description
 




SIGNATURES

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: March 26, 2020
VECTRUS, INC.
 
By:
/s/ Kathryn S. Lamping
 
Its:
Deputy General Counsel and
Corporate Secretary

 


exhibit101kboyleofferlet

 

 

 
Benefits at a Glance for Vectrus Employees Here’s a quick review of the total benefits offered to you as an employee of Vectrus. BENEFIT . . . WHAT IT PROVIDES . . . Vectrus 401(k) Plan Opportunity to save income for retirement partnering with Prudential Medical Plans Medical plan options for employee and eligible dependents: • 1 PPO plan • 2 High Deductible Health Plans (HDHP) Health Savings Account (HSA) Opportunity to save income, tax-free, to use for eligible medical expenses for those enrolled in a Vectrus High Deductible Health Plan (HDHP) Tele-Health Benefit Access to medical providers via telephone or internet for those participating in a Vectrus medical plan Dental Plan Optional dental plan for employee and eligible dependents that offer two separate network options Vision Plan Option to enroll in one of two vision plans offered to employee and eligible dependents Flexible Spending Accounts (FSA) Ability to save income, tax-free, to pay for certain qualified healthcare, dependent care, parking, and/or transit expenses Short Term Disability Plan (STD) Paid or optional disability plan that would provide partial income replacement for approved claims – coverage pending on benefit package offered Long Term Disability Plan (LTD) Optional disability plan that would provide partial income replacement for approved claims beginning after 6 months Life and Accidental Death and Dismemberment Company paid life and accidental death and (AD&D) Insurance Plan dismemberment benefit – coverage pending on benefit package offered Voluntary Life Insurance Plan Optional life insurance for employee and eligible family members Voluntary Accidental Death and Optional accidental death and dismemberment insurance Dismemberment (AD&D) Insurance Plan for employee and eligible family members

 
Employee Assistance Program Company paid benefit that provides an array of services for you and your immediate family to support your day to Employee Discount Program day life Educational Reimbursement Company assistance for educational reimbursement offered to employees pending on benefit package offered *some benefit packages do not offer this benefit* Business Travel Accident Plan Company paid, additional accident insurance for you when you travel for Vectrus Accident Insurance Offered by VOYA - optional plan that would pay the employee directly for certain accidents Hospital Confinement Insurance Offered by VOYA - optional plan that would pay the employee directly for hospital stays Critical Illness Insurance Offered by VOYA - optional plan that would pay the employee directly for certain illnesses Vacation/Sick or PTO Either PTO or Vacation/Sick package is offered to every employee pending on the benefit package offered Holiday Number of paid holidays pending on benefit package offered Important Note: As provided in all Vectrus benefit plans, the terms and conditions of the plan documents will govern, and while Vectrus expects to continue the plan or plans indefinitely, it reserves the right to change or discontinue the plan or plans at any time for some or all participants. 6/2017