2019-07-22 8-K/A (Perry Separation Agreements)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Amendment No. 2)
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May 30, 2019
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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.
On June 3, 2019, TrueCar, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Perry Report”) reporting, among other things, that Victor A. “Chip” Perry had retired as the Company’s President and Chief Executive Officer effective May 31, 2019. Although, as indicated in the Original Perry Report, at the time the Company filed the Original Perry Report, the Company and Mr. Perry intended to enter into a release and separation agreement and a consulting agreement, the Company and Mr. Perry had not yet agreed upon the terms of any such agreement, and the Compensation and Workforce Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company had not yet made any determination with respect to any such agreement. Additionally, the Original Perry Report indicated that, although Mr. Perry had tendered his resignation from the Board, that resignation would take effect at a later date. This Amendment No. 2 on Form 8-K/A further amends the Original Perry Report to provide additional information regarding the effectiveness of Mr. Perry’s resignation from the Board and his post-retirement agreements with the Company pursuant to Item 5.02 of Form 8-K.
On July 18, 2019, the Company and Mr. Perry entered into a consulting agreement (the “Perry Consulting Agreement”), in connection with the execution of which the Company and Mr. Perry also entered into a separation and release agreement (the “Perry Separation Agreement”). The Committee approved the terms of the Perry Consulting Agreement and the Perry Separation Agreement on July 16, 2019. Pursuant to the Perry Consulting Agreement, Mr. Perry has agreed to provide consulting services to the Company through May 31, 2021, during which time his stock options will remain exercisable. The Perry Separation Agreement contains a release of claims against the Company by Mr. Perry and provides for severance benefits consistent with the Employment Agreement, dated November 16, 2015, by and between Mr. Perry and the Company in connection with a termination without cause.
Further, pursuant to an agreement between the Company and Mr. Perry, Mr. Perry’s previously-announced resignation from the Board took effect on July 19, 2019. The Board has not yet identified an appropriate candidate to fill the vacancy on the Board resulting from Mr. Perry’s resignation and the directorship will remain vacant until it does.
On June 21, 2019, the Company filed a Current Report on Form 8-K (the “Original McClung Report”) reporting, among other things, that the Company had terminated the employment of Robert T. “Tommy” McClung as the Company’s Executive Vice President and Chief Technology Officer on June 20, 2019. At the time the Company filed the Original McClung Report, the Company had not yet made any determination with respect to any agreement between the Company and Mr. McClung concerning the terms of his departure from the Company. This Amendment No. 2 on Form 8-K/A further amends the Original McClung Report to provide additional information regarding the terms of such departure pursuant to Item 5.02 of Form 8-K.
On July 19, 2019, the Company and Mr. McClung entered into a separation agreement (the “McClung Separation Agreement”) pursuant to which Mr. McClung will receive a severance payment of $25,000 in addition to the benefits to which he is entitled under the Employment Agreement, dated January 12, 2017, by and between the Company and Mr. McClung in connection with a termination without cause. The Committee approved the terms of the McClung Separation Agreement, which contains a release of claims against the Company by Mr. McClung, on July 19, 2019.
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.
/s/ Jeff Swart
EVP, General Counsel & Secretary
Date: July 22, 2019