SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
510 Lake Cook Road, Suite 100, Deerfield, Illinois
(Address of principal executive offices)
Registrant’s telephone number, including area code: (224) 551-4000
Former name or former address, if changed since last report: N/A
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:
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))
Mr. Charter will receive a cash payment of $2,967,125 payable as soon as practicable after his retirement.
Mr. Charter’s outstanding equity awards will be treated in accordance with their terms, except that the performance-based restricted stock unit award granted to Mr. Charter in 2017 will remain outstanding following Mr. Charter’s retirement. Pursuant to their terms, the equity awards made to Mr. Charter in March 2018 will be forfeited in their entirety and provide no value to Mr. Charter.
The Company has agreed to waive the application of the provision of its relocation policy that would otherwise require Mr. Charter to reimburse the Company for relocation allowances and benefits provided by the Company to Mr. Charter in connection with his relocation to Deerfield, Illinois.
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.
Dated: April 9, 2018
/s/ Suzette M. Long
Suzette M. Long
General Counsel & Corporate Secretary