UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 29, 2021
FLUX POWER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-31543 | 86-0931332 | |
(State
or Other Jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2685 S. Melrose Drive, Vista, California | 92081 | |
| (Address of Principal Executive Offices) | (Zip Code) |
877-505-3589
(Registrant’s telephone number, including area code)
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | FLUX | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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.
(e) (i) As previously disclosed, the Board of Directors (the “Board”) of Flux Power Holdings, Inc. (the “Company”) previously approved an annual cash bonus plan (the “Annual Cash Bonus Plan”) which allows the Compensation Committee of the Board (the “Compensation Committee”) and/or the Board of the Company to set the amount of bonus each fiscal year and the performance criteria. All of the Company’s executive officers are eligible to participate in the Annual Cash Bonus Plan. For the Company’s fiscal year 2022, the performance goals applicable to a bonus are based on the Company achieving certain targets based on the Company’s annual revenue, gross margin, EBITDAS (earnings before interest expense (excluding interest income), taxes, depreciation, amortization and stock compensation expense in accordance with U.S. GAAP), new strategic customers, demonstrated direct cost reduction and working capital and inventory turnover (the “Financial Targets”) and additional bonus amounts if the Company’s financial results exceeds certain thresholds of the Financial Targets.
On October 29, 2021, the Compensation Committee approved target cash bonuses under the Annual Cash Bonus Plan for fiscal year 2022 to the following executive officers, which target bonus was calculated based on percentage of the executive’s current base salary:
| Name | Position | Current Base Salary | Percentage of Salary | Target Cash Bonus (“TCB”) | Maximum Payout(1) | |||||||||||||
| Ronald F. Dutt | Chief Executive Officer | $ | 275,000 | 50 | % | $ | 137,500 | $ | 165,000 | |||||||||
| Charles Scheiwe | Chief Financial Officer | $ | 205,200 | 35 | % | $ | 71,820 | $ | 86,184 | |||||||||
| Jonathan Berry | Chief Operating Officer | $ | 205,200 | 35 | % | $ | 71,820 | $ | 86,184 | |||||||||
| (1) | There are no bonus caps for achieving above set revenue target and gross margin target. If actual results exceed 100% of revenue target and/or gross margin target, every 1% of revenue target and/or gross margin target would result in an increase in bonus equal to 0.2% of the TCB for such executive officers. |
The foregoing summary of the Annual Cash Bonus Plan is subject to, and qualified in its entirety to the terms set forth in the Annual Cash Bonus Plan filed as Exhibit 10.1 and is incorporated herein by reference to this Current Report on Form 8-K.
(ii) On October 29, 2021, the Compensation Committee approved the grant of Restricted Stock Units (“RSUs”) under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) to certain employees of the Company or its subsidiary, Flux Power, Inc. The RSUs are subject to the terms and conditions provided in (i) the form of Restricted Stock Unit Award Agreement which is time based (“Time Based Awards”), and (ii) the form of Performance Restricted Stock Unit Award Agreement which is performance based (“Performance Based Awards”).
The following executive officers of the Company were granted RSUs under the 2014 Plan in the amounts and according to the vesting schedule indicated below:
Time Based Awards:
| Name | Position | No. of RSUs | Vesting Schedule | |||||
| Ronald F. Dutt | Chief Executive Officer | 12,061 | Vest annually over 3 years with the first vest date on October 27, 2022 | |||||
| Charles Scheiwe | Chief Financial Officer | 6,300 | Vest annually over 3 years with the first vest date on October 27, 2022 | |||||
| Jonathan Berry | Chief Operating Officer | 6,300 | Vest annually over 3 years with the first vest date on October 27, 2022 | |||||
Performance Based Awards:
| Name | Position | No. of RSUs Maximum Grant | Vesting Schedule | |||||
| Ronald F. Dutt | Chief Executive Officer | 18,092 | Three years from grant upon meeting performance target* | |||||
| Charles Scheiwe | Chief Financial Officer | 9,450 | Three years from grant upon meeting performance target * | |||||
| Jonathan Berry | Chief Operating Officer | 9,450 | Three years from grant upon meeting performance target * | |||||
* The performance target for the RSU will be based on EBITDAS (earnings before interest expense (excluding interest income), taxes, depreciation, amortization and stock compensation expense in accordance with U.S. GAAP) for the second half of the Company’s Fiscal Year ending June 30, 2022.
The foregoing summary of the RSUs is subject to, and qualified in its entirety to the terms set forth in the Form of Restricted Stock Unit Award Agreement and the Form of the Performance Restricted Stock Unit Award Agreement, which are attached hereto as Exhibits 10.2 and 10.3 and incorporated herein by reference to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| Flux Power Holdings, Inc. | ||
| a Nevada corporation | ||
| By: | /s/ Ronald F. Dutt | |
| Ronald F. Dutt, Chief Executive Officer | ||
Dated: November 2, 2021