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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): December 18, 2020

 

 

MSG NETWORKS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-34434   27-0624498

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

11 Penn Plaza, New York, New York   10001
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 465-6400

Not Applicable

(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:

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock   MSGN   New York Stock Exchange

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.

On December 18, 2020, and effective as of that date, MSG Networks Inc. (the “Company”) entered into an employment agreement with Lawrence J. Burian, the Company’s Executive Vice President and General Counsel. The employment agreement, which replaces Mr. Burian’s existing employment agreement with the Company, recognizes that Mr. Burian will be employed by a subsidiary of Madison Square Garden Entertainment Corp. (“MSGE”) and will continue to be employed by Madison Square Garden Sports Corp. (“MSGS”) and states that certain matters arising from or relating to such employment will not be deemed to be a breach of his obligations under the employment agreement or to constitute “cause” (as defined in the agreement).

The employment agreement with Mr. Burian provides for an annual base salary of not less than $290,000. Mr. Burian will be eligible to participate in the Company’s discretionary annual cash incentive program with an annual target bonus equal to not less than 150% of his annual base salary. Mr. Burian will also continue to participate in future long-term incentive programs that are made available to similarly situated executives of the Company, subject to Mr. Burian’s continued employment by the Company. It is expected that Mr. Burian will receive annual grants of cash and/or equity long-term incentive awards with an aggregate target value of not less than $525,000 as determined by the Compensation Committee in its discretion. Under the agreement, Mr. Burian is not eligible to participate in the Company’s benefits program (except as provided in the agreement) while he is employed by MSGS. If Mr. Burian’s employment with MSGS terminates while he remains employed by the Company, then he will be eligible to participate in the Company’s standard benefits program subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If, on or prior to December 31, 2023 (the “Scheduled Expiration Date”), Mr. Burian’s employment with the Company is terminated (i) by the Company other than for “cause” or (ii) by Mr. Burian for “good reason” as defined in the agreement (so long as “cause” does not then exist), then, subject to Mr. Burian’s 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. Burian’s 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. Burian’s outstanding long-term cash awards will immediately vest in full and will be payable to Mr. Burian to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. Burian’s 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. Burian subject to satisfaction of any applicable performance criteria; and (e) each of Mr. Burian’s outstanding stock options and stock appreciation awards under the plans of the Company will immediately vest.

If Mr. Burian ceases to be an employee of the Company on or prior to the Scheduled Expiration Date due to death or disability, Mr. Burian (or his estate or beneficiary) will be provide with the benefits and rights set forth in (b), (d) and (e) above. Additionally, each of Mr. Burian’s outstanding long-term cash awards will immediately vest in full and will be payable, whether or not subject to performance criteria.

The employment agreement contains certain covenants by Mr. Burian, including a noncompetition agreement that restricts Mr. Burian’s ability to engage in certain competitive activities until the first anniversary of a termination of his employment with the Company, and a waiver by Mr. Burian of any right to resign for good reason arising from the changes to Mr. Burian’s employment at the time of the distribution by MSGS to its stockholders of the outstanding common stock of MSGE.

The description above is qualified in its entirety by reference to Mr. Burian’s Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

 

10.1    Employment Agreement dated as of December 18, 2020, between MSG Networks Inc. and Lawrence J. Burian.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

MSG NETWORKS INC.

(Registrant)

By:  

/s/ Mark C. Cresitello

Name:   Mark C. Cresitello
Title:   Secretary

Dated: December 18, 2020