PHOTRONICS 8-K: Material Agreement & Officer Compensation Reported

TL;DR

**PHOTRONICS filed an 8-K on Jan 23, 2024, flagging a material agreement and officer compensation.**

AI Summary

PHOTRONICS, INC. filed an 8-K on January 23, 2024, indicating an event related to a material definitive agreement and compensatory arrangements for certain officers. This filing also confirms the company's common stock, with a $0.01 par value per share, is traded on the NASDAQ Global Select Market under the symbol PLAB. This matters to investors because changes in material agreements or executive compensation can signal shifts in company strategy or financial health, potentially impacting future stock performance.

Why It Matters

This filing signals potential changes in the company's strategic direction or executive incentives, which could influence its financial performance and, consequently, its stock value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and compensatory arrangements without specific details, which introduces uncertainty regarding their impact.

Analyst Insight

Investors should monitor future filings from PHOTRONICS for specific details regarding the material definitive agreement and compensatory arrangements, as these could significantly impact the company's financial outlook and stock valuation.

Key Numbers

• $0.01 — par value per share (the stated value of each share of PHOTRONICS's common stock)

Key Players & Entities

• PHOTRONICS, INC. (company) — the registrant filing the 8-K
• NASDAQ Global Select Market (company) — the exchange where PHOTRONICS's common stock is registered
• $0.01 (dollar_amount) — par value per share of common stock

Forward-Looking Statements

• PHOTRONICS will provide more details on the material definitive agreement and compensatory arrangements in future filings. (PHOTRONICS, INC.) — high confidence, target: 2024-04-30

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share PLAB NASDAQ Glo
• $410,000 — an will be entitled to (i) a payment of $410,000 (equal to his base salary for a 12 mont
• $311,313 — . Mr. Rivera earns an annual salary of $311,313 and is eligible for a bonus consistent

Filing Documents

• ef20019466_8k.htm (8-K) — 32KB
• ef20019466_ex10-1.htm (EX-10.1) — 49KB
• ef20019466_ex99-1.htm (EX-99.1) — 6KB
• image0.jpg (GRAPHIC) — 77KB
• image00001.jpg (GRAPHIC) — 72KB
• 0001140361-24-003315.txt ( ) — 511KB
• plab-20240123.xsd (EX-101.SCH) — 4KB
• plab-20240123_lab.xml (EX-101.LAB) — 22KB
• plab-20240123_pre.xml (EX-101.PRE) — 16KB
• ef20019466_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On January 23, 2024, Photronics, Inc. (the "Company") announced that John Jordan will retire from his position as executive vice president and chief financial officer of the Company, effective February 23, 2024. On February 23, 2024, the Company and Mr. Jordan will enter into a Separation Agreement, pursuant to which Mr. Jordan will be entitled to (i) a payment of $410,000 (equal to his base salary for a 12 month period) payable in 26 equal installments in accordance with the Company's current pay practices starting on the effective date of the Separation Agreement, (ii) continuation of medical and dental coverage for a period of 360 days after the effective date of the Separation Agreement and (iii) the immediate vesting of 23,750 shares of restricted stock of the Company that was previously granted to Mr. Jordan. The Separation Agreement will contain a general release by Mr. Jordan of the Company of certain claims through the effective date of the Separation Agreement. Mr. Jordan will also be subject to certain non-competition and non-solicitation provisions for a period of 12 months from the effective date of the Separation Agreement. The Separation Agreement will also contain non-disparagement and confidentiality provisions, as well as a provision to return Company property. The following description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The matters described in Section 1.01 of this Current Report on Form 8-K are incorporated herein by reference. On January 23, 2024, the Company announced it would appoint Eric Rivera, currently the Company's vice president, chief accounting officer and corporate controller, to the role of interim chief financial officer of the Company, effective February 23, 2024 upon Mr. Jordan's retirement. Mr. Rivera will also succeed Mr. Jordan in the role of interim principal financial officer. Mr. Rivera, 47, has served as the Company's vice president, corporate controller since April 2016, and served as the principal accounting officer since 2020. Mr. Rivera will retain the role of corporate controller and principal accounting officer during the interim appointment. Mr. Rivera earns an annual salary of $311,313 and is eligible for a bonus consistent with the Company's bonus plan. He was previously granted 13,000 shares of restricted stock awards pursuant to the Company's equity incentive plan for his performance in 2023. On January 23, 2024, the Company issued a press release announcing the retirement of Mr. Jordan and the appointment of Mr. Rivera, which is attached as Exhibit 99.1 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 10.1 Separation Agreement 99.1 Press Release SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PHOTRONICS, INC. Date: January 23, 2024 By: /s/ Richelle E. Burr Name: Richelle E. Burr Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR