Change in Directors or Principal Officers, Other Events
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2009, Spectrum Group International, Inc. (the "Company"), entered into an amendment (the "Amendment") to its employment agreement with Greg Roberts, President and Chief Executive Officer of the Company. The Amendment is generally effective as of July 1, 2009. The Amendment provides for an increase in Mr. Roberts' base salary from $450,000 to $500,000 and, for fiscal year 2010, an annual incentive based on various performance metrics, consisting of pre-specified percentages of profits of the precious metals trading and collectibles businesses, consolidated corporate profitability, and achievement of individual goals, with discretion given to the Compensation Committee and Board to vary the payout upwards or downwards based on their assessment of Spectrum's strategic performance for fiscal year 2010. The Amendment also provides that Mr. Roberts, like the Company's other executive officers, is subject to the Company's policy on recoupment on executive compensation.
The foregoing description is qualified in its entirety by the terms of the Amendment, which is filed herewith as Exhibit 10.1.
Item 8.01. Other Events.
Results of Annual Meeting
At the annual meeting of shareholders of the Company held on December 17, 2009 (the "Annual Meeting"), the Company's stockholders elected the following persons to the Company's Board of Directors:
Antonio Arenas, George Lumby and Jess Ravich, to serve as directors in the class of directors (Class I) whose term expires in 2010;
Greg Roberts and Christopher W. Nolan, Sr., to serve as directors in the class of directors (Class II) whose term expires in 2011; and
Jeffrey Benjamin and John U. Moorhead, to serve as directors in the class of directors (Class III) whose term expires in 2012.
At the Annual Meeting, the Company's stockholders also ratified the appointment of BDO Seidman, LLP as the Company's independent registered public accounting firm for the fiscal year ended June 30, 2010.
Appointment of Committee Members and Re-Appointment of Officers
At the Company's Board of Directors' meeting held on December 17, 2009, the Board of Directors appointed the following persons to the committees of the Board of Directors:
Audit Committee
Christopher W. Nolan, Sr., Chairman
John U. Moorhead
Jess M. Ravich
Item 5.02. Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2009, Spectrum Group International, Inc. (the "Company"), entered into an amendment (the "Amendment") to its employment agreement with Greg Roberts, President and Chief Executive Officer of the Company. The Amendment is generally effective as of July 1, 2009. The Amendment provides for an increase in Mr. Roberts' base salary from $450,000 to $500,000 and, for fiscal year 2010, an annual incentive based on various performance metrics, consisting of pre-specified percentages of profits of the precious metals trading and collectibles businesses, consolidated corporate profitability, and achievement of individual goals, with discretion given to the Compensation Committee and Board to vary the payout upwards or downwards based on their assessment of Spectrum's strategic performance for fiscal year 2010. The Amendment also provides that Mr. Roberts, like the Company's other executive officers, is subject to the Company's policy on recoupment on executive compensation.
The foregoing description is qualified in its entirety by the terms of the Amendment, which is filed herewith as Exhibit 10.1.
Item 8.01. Other Events.
Results of Annual Meeting
At the annual meeting of shareholders of the Company held on December 17, 2009 (the "Annual Meeting"), the Company's stockholders elected the following persons to the Company's Board of Directors:
Antonio Arenas, George Lumby and Jess Ravich, to serve as directors in the class of directors (Class I) whose term expires in 2010;
Greg Roberts and Christopher W. Nolan, Sr., to serve as directors in the class of directors (Class II) whose term expires in 2011; and
Jeffrey Benjamin and John U. Moorhead, to serve as directors in the class of directors (Class III) whose term expires in 2012.
At the Annual Meeting, the Company's stockholders also ratified the appointment of BDO Seidman, LLP as the Company's independent registered public accounting firm for the fiscal year ended June 30, 2010.
Appointment of Committee Members and Re-Appointment of Officers
At the Company's Board of Directors' meeting held on December 17, 2009, the Board of Directors appointed the following persons to the committees of the Board of Directors:
Audit Committee
Christopher W. Nolan, Sr., Chairman
John U. Moorhead
Jess M. Ravich
Compensation Committee
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John U. Moorhead, Chairman
Jeffrey D. Benjamin
Jess M. Ravich
Nominating and Corporate Governance Committee
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Jeffrey D. Benjamin, Chairman
Christopher W. Nolan, Sr.
George Lumby
The Board of Directors also re-appointed the following officers to the positions
set forth below opposite their respective names:
Chairman of the Board and Executive Chairman
Antonio Arenas
President and Chief Executive Officer
Greg Roberts
Chief Financial Officer and Executive Vice President
Thor Gjerdrum
General Counsel, Chief Administrative Officer and Secretary
Carol Meltzer
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amendment to Employment Agreement between the Company and Greg
Roberts, dated December 22, 2009.
