UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): March 27, 2009
iGo, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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0-30907
(Commission File Number)
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86-0843914
(IRS Employer Identification No.) |
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17800 North Perimeter Dr., Suite 200, Scottsdale, AZ
(Address of Principal Executive Offices)
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85255
(Zip Code) |
(480) 596-0061
(Address of principal executive offices and Registrants telephone number, including area code)
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02(e) Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers; Compensatory Arrangement of Certain Officers.
Effective April 1, 2009, Jonathan S. Downer departed iGo, Inc. (iGo) and will no longer
serve as its Senior Vice President, Worldwide Sales and Distribution. Pursuant to a separation
agreement and general release, Mr. Downer will continue to receive his base salary and healthcare
benefits for a period of one month. A press release announcing this event was issued on April 2,
2009 and is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
On March 27, 2008, the Compensation and Human Resources Committee of the Board of Directors
(the Committee) of iGo approved target bonuses under iGos annual bonus program for certain
executives for 2009 (the Bonus Program). Under the Bonus Program, each of the Companys senior
executives, including Michael D. Heil, President and Chief Executive Officer, Darryl S. Baker, Vice
President, Chief Financial Officer and Treasurer, Walter F. Thornton, Vice President, Product
Management and Supply Chain and Brian M. Roberts, Vice President, General Counsel and Secretary,
are eligible to receive an annual bonus, based on iGos overall business and financial performance.
Bonuses will be calculated using a formula that includes: (a) the executives salary, (b) the
executives target bonus, and (c) such other discretionary factors as the Committee determines
appropriate given the performance of iGo, and the participants contribution to iGos overall
performance, including the growth and creation of increased stockholder value through the efficient
use of iGos assets.
The following table sets forth the target bonus for each of Messrs. Heil, Baker, Thornton and
Roberts:
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Annual Bonus % of |
Named Executive Officer |
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Annual Salary(1) |
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Michael D. Heil |
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70 |
% |
Darryl S. Baker |
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35 |
% |
Walter F. Thornton |
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35 |
% |
Brian M. Roberts |
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30 |
% |
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(1) |
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Participants have the opportunity to receive up to two times the stated bonus percentage of
salary based on the performance of the individual and iGo. These bonus payments will be based
on a percentage of the participants annual salary. |
A copy of the 2009 Bonus Program is filed as Exhibit 10.1.
In addition, the Committee approved changes to the base salaries of the following named
executive officers.
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Named Executive Officer |
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2008 Salary ($) |
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Change ($) |
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2009 Salary ($) |
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Michael D. Heil |
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400,000 |
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($20,000 |
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380,000 |
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Darryl S. Baker |
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175,000 |
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20,000 |
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195,000 |
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Walter F. Thornton |
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190,000 |
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190,000 |
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Brian M. Roberts |
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195,000 |
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195,000 |
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