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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(203 ) 489-9500
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 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 March 13, 2024, the Board of Directors (the “Board”) of Star Equity Holdings, Inc. (the “Company”), on the recommendation of the Compensation Committee of the Board, approved the stock award and cash payment of annual incentive bonuses to the named executive officers of the Company under the Company’s 2023 Executive Incentive Plan. The bonus payments were based on a combination of factors, including the achievement of 2023 financial targets, including EBITDA and expense targets and other Board-approved objectives for each executive.
Executive Officer | Cash Bonus Amount | Stock Award Amount | ||||||
Richard K. Coleman Chief Financial Officer - Star Equity Holdings, Inc. | $200,000 | $— | ||||||
David J. Noble Chief Financial Officer - Star Equity Holdings, Inc. | $162,500 | $— | ||||||
Thatcher Butcher, President - KBS Builders, Inc. | $117,150 | $21,300* | ||||||
*Pursuant to his employment agreement with the Company, a portion of Mr. Butcher’s annual incentive bonus will be issued in the form of Restricted Stock Units (“RSUs”) valued at $21,300, which RSUs will vest in three substantially equal annual installments in March 2025, 2026, and 2027.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 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.
| Star Equity Holdings, Inc. | |||||||||||
| By: | /s/ Richard K. Coleman, Jr. | ||||||||||
Richard K. Coleman, Jr. Chief Executive Officer | |||||||||||
Date: March 18, 2024