ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 23, 2021, Carrols Restaurant Group, Inc. (the "Company") issued a
press release announcing that Daniel T. Accordino, the Company's Chairman, Chief
Executive Officer and President, will be retiring as CEO and President by June
30, 2022 and that the Board of Directors of the Company is conducting a
comprehensive search to identify a new CEO and is engaging a leading executive
search firm to assist in the process.
Mr. Accordino, 71, has been the Chief Executive Officer of the Company since
January 1, 2012 and Chairman of the Board of Directors since January 1, 2015. An
employee of the Company since 1972, Mr. Accordino has served in a variety of
senior leadership positions, including as President since February 1993, Chief
Operating Officer from February 1993 to December 2011, and Executive Vice
President - Operations from December 1986 to February 1993.
In connection with the retirement of Mr. Accordino, on September 23, 2021, the
Company and Carrols LLC, an indirect, wholly owned subsidiary of the Company
("Carrols"), provided Mr. Accordino with notice of their election not to renew
the term of Mr. Accordino's Employment Agreement with the Company and Carrols
dated as of December 22, 2011, as amended by the First Amendment to Employment
Agreement dated as of September 6, 2013 (as amended, the "Employment Agreement")
in accordance with the provisions of Section 5 of the Employment Agreement.
On September 23, 2021, the Company and Carrols also entered into a Transition
Agreement with Mr. Accordino (the "Transition Agreement") to provide for the
continued service of Mr. Accordino beyond the February 28, 2022 termination date
of the Employment Agreement (hereinafter, the "Termination Date") to help
facilitate an orderly transition of leadership from Mr. Accordino to a new CEO.
In accordance with the terms of the Transition Agreement, Mr. Accordino will
continue to serve as CEO and President of the Company after the Termination Date
until the date (such date, hereinafter the "Separation Date") that is the
earlier of (a) June 30, 2022 and (b) the effective date of the appointment of a
new CEO by the Board of Directors of the Company. Mr. Accordino will also resign
as Chairman and as a member of the Board of Directors of the Company on the
earlier of (x) the date of the 2022 Annual Meeting of Stockholders of Carrols
and (y) the Separation Date. In addition, the Transition Agreement provides that
Mr. Accordino will provide transitional assistance to the new CEO for a period
of ninety (90) days following the Separation Date.
Pursuant to the terms of the Transition Agreement and in lieu of, and not in
addition to, any amounts otherwise payable pursuant to the Employment Agreement,
Mr. Accordino will receive, among other things, (i) his monthly base salary from
the Termination Date through June 30, 2022, payable in accordance with the
Company's payroll practices for executives, and (ii) a payment of $901,260
representing the aggregate amount of Mr. Accordino's current annual base salary,
payable in a lump sum on the six-month anniversary of the Separation Date. Mr.
Accordino is also eligible to receive not later than March 15, 2023 a pro rata
portion of his annual bonus award, if any, payable under the Company's Executive
Bonus Plan for the 2022 fiscal year covering the period between January 3, 2022
through the Separation Date.
Furthermore, the Transition Agreement provides that, on the Separation Date (a)
all unvested shares of restricted common stock awarded to Mr. Accordino under
the Company's 2016 Stock Incentive Plan, as amended (the "2016 Plan"), will be
deemed fully vested and (b) shares of Common Stock will be delivered to Mr.
Accordino in accordance with the terms of the restricted stock unit award
agreements awarded to Mr. Accordino under the 2016 Plan. The Transition
Agreement also provides that the Company shall amend the terms of the Incentive
Stock Option award granted to Mr. Accordino in 2020 to
provide that, on the Separation Date, all stock options awarded shall be deemed
fully vested and exercisable by Executive until the seventh anniversary of the
grant date. Finally, the Transition Agreement provides that the Company will
provide medical and major medical insurance to Mr. Accordino and his spouse for
the remainder of their respective lives in accordance with Section 8(a) of the
Mr. Accordino's contemplated separation of employment with the Company and his
resignation as Chairman and as a member of the Board of Directors are not
because of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
ITEM 7.01. REGULATION FD DISCLOSURE.
On September 23, 2021, the Company issued a press release announcing that Daniel
T. Accordino, the Company's Chairman, Chief Executive Officer and President,
will be retiring as CEO and President by June 30, 2022, the entire text of which
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
99.1 Carrols Restaurant Group, Inc. Press Release, dated September 23,
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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