UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Operating Officer Retirement
On April 12, 2021, Thomas J. O’Connor, Chief Operating Officer of Yellow Corporation (the “Company”), notified the Company of his retirement from employment with the Company. Mr. O’Connor and the Company anticipate entering into a severance agreement that will entitle Mr. O’Connor to receive an amount equal to his base salary for eighteen (18) months in accordance with the Company’s severance policy for executive officers as well as a lump sum for the prorated portion of his 2021 long-term incentive award equal to $29,684.65. Mr. O’Connor will also receive a portion of the time-vested restricted shares he was previously granted that were scheduled to vest in February 2022 based on a proration calculation from the anniversary date of grant through the date of separation as provided under his current equity agreements.
Chief Network Officer Resignation
On April 12, 2021, Scott D. Ware, Chief Network Officer of the Company, notified the Company of his resignation from employment with the Company to pursue other opportunities. Mr. Ware and the Company anticipate entering into a severance agreement that will entitle Mr. Ware to receive an amount equal to his base salary for eighteen (18) months in accordance with the Company’s severance policy for executive officers. He will also receive a lump sum severance payment of $103,107.86 for the prorated portion of his remaining retention bonus award under his Amended and Restated Retention Award Agreement effective as of December 10, 2020, as well as the prorated portion of his 2021 long-term incentive award equal to $10,237.21. Mr. Ware will also receive a portion of the time-vested restricted shares he was previously granted that were scheduled to vest in February 2022 based on a proration calculation from the anniversary date of grant through the date of separation as provided under his current equity agreements.
Appointment of President
On April 12, 2021, the Board of Directors of the Company (the “Board”) appointed Darrel J. Harris to serve as the Company’s President. Mr. Harris, age 46, has been employed by the Company since November 2020 as Executive Vice President of Strategic Initiatives. As President, among other duties, Mr. Harris will oversee many of the duties previously overseen by Messrs. O’Connor and Ware.
In connection with his promotion, the base salary of Mr. Harris will be $550,000 per annum and Mr. Harris will receive a one-time equity grant equal to $2,000,000 that will vest over five years in equal tranches. In addition, Harris will continue be entitled to participate in the Company’s executive compensation program with a short-term incentive program target potential payout of 100% of his base salary, with a maximum earnings opportunity of 200% of target along with potential long-term incentive opportunities as established by the Compensation Committee of the Board.
There are no arrangements or understandings that exist between Mr. Harris and any other persons pursuant to which he was selected as an officer or his new role. In addition, there are no transactions between Mr. Harris and the Company that would be reportable under Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated April 13, 2021 | |
| 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 thereunto duly authorized.
| YELLOW CORPORATION | ||
| By: | /s/ Leah K. Dawson | |
| Leah K. Dawson | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: April 13, 2021