UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2024
THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
| 001-35895
| 13-2740040
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2200 West Airfield Drive, P.O. Box 619810 D/FW Airport, TX |
| 75261
|
| (Address of Principal Executive Offices) |
| (Zip Code) |
(972) 453-7000
(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(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value
| THRY
| The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
EXPLANATORY NOTE
Thryv Holdings, Inc. is filing this Amendment No. 1 on Form 8-K/A (“Form 8-K/A”) to amend its Current Report on Form 8-K dated November 6, 2024 to add a description of the separation agreement entered into with Mr. James McCusker and to update the terms of Mr. McCusker’s separation. In this Form 8-K/A, references to “we,” “our,” “us,” “Thryv” and the “Company” refer to Thryv Holdings, Inc., including its consolidated subsidiaries.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 6, 2024, Thryv and James McCusker, Chief Revenue Officer and executive vice president of the Company, mutually agreed that Mr. McCusker would leave the Company effective January 6, 2025.
On December 20, 2024, the Company and Mr. McCusker entered into a separation agreement. Pursuant to the separation agreement, Mr. McCusker’s official separation date was changed to December 31, 2024. In addition, the separation agreement provides that Mr. McCusker will receive the severance payments and benefits otherwise payable to him under the Company’s Executive Vice President Severance Program, which is comprised of (a) 78 weeks of severance pay based on his current weekly salary plus one and a half times his short-term incentive bonus at target, payable in installments on the Company’s regular payroll schedule over the 78 weeks, (b) payment of a prorated annual short-term incentive bonus for the current fiscal year, based on actual company performance, (c) basic life insurance coverage paid by the Company for 18 months, and (d) outplacement benefits for up to one year. The separation agreement contains confidentiality, non-disparagement, and both employee and customer non-solicitation covenants, as well as other customary terms and conditions, including a release by Mr. McCusker of any claims against the Company. The foregoing description of the separation agreement is qualified in its entirety by reference to the separation agreement filed as Exhibit 10.1 hereto.
Mr. McCusker’s departure will constitute a “Termination without Cause” under the terms of the outstanding restricted stock units and performance stock units granted to Mr. McCusker under the Company’s 2020 Incentive Award Plan, which will entitle Mr. McCusker to a prorated portion of the unvested restricted stock units that would otherwise have vested on the next applicable vesting date, and a prorated portion of the unvested performance stock units will remain eligible to vest based on actual company performance.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| | |
| Separation Agreement, dated as of December 20, 2024, by and between Thryv Holdings, Inc. and James McCusker. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| | THRYV HOLDINGS, INC. |
| | | |
| Date: December 20, 2024 | By: | /s/ Paul D. Rouse |
| | Name: Paul D. Rouse |
| | Title: Chief Financial Officer, Executive Vice President and Treasurer |
