Item 1.01. Entry into a Material Definitive Agreement
See the description of the Bonus Plan (as defined below) in Item 5.02, which is
incorporated into this Item 1.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On February 24, 2014
, the Board of Directors (the "Board") of Monotype Imaging
(the "Company") appointed Gay Warren Gaddis
to serve on the Board,
effective immediately, as a Class I Director of the Company, to serve in such
capacity until the annual meeting of the Company's stockholders in 2016 or until
her earlier resignation, death or removal.
For her services as a director of the Company, Ms. Gaddis will be compensated
consistent with the Company's current compensation arrangements for its
non-employee directors described in the Company's Proxy Statement filed with the
Securities and Exchange Commission
on April 16, 2013
. Ms. Gaddis was not
appointed to any committees of the Company's Board.
There are no arrangements or understandings between Ms. Gaddis and any other
persons pursuant to which she was appointed as a member of the Company's Board.
There are no family relationships between Ms. Gaddis and any director, executive
officer or any other person nominated or chosen by the Company to become a
director or executive officer. There are no related person transactions (within
the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and
) between Ms. Gaddis and the Company.
A copy of the press release announcing the appointment of Ms. Gaddis to the
Company's Board is attached hereto as Exhibit 99.1 to this Current Report on
On February 24, 2014
, the Management Development and Compensation Committee
the Company's Board (the "Compensation Committee") approved the Company's
Executive Incentive Bonus Plan (the "Bonus Plan") and established awards that
may be earned under the Bonus Plan by the Company's named executive officers,
and other officers approved by the Compensation Committee for participation in
the Bonus Plan (each, a "Participant"). A Participant may receive a cash bonus
payment under the Bonus Plan based upon the attainment of performance targets
that are established by the Board or the Compensation Committee and may relate
to financial measures with respect to the Company, as well as individual
performance goals (collectively, the "Performance Goals") and a Participant's
overall performance. No cash bonuses under the Bonus Plan shall be paid to
Participants unless and until the Board or the Compensation Committee makes a
determination with respect to the attainment of the Performance Goals. The Board
and the Compensation Committee retain the right to amend, alter or terminate the
Bonus Plan at any time. The above description of the Bonus Plan is a summary and
is qualified in its entirety by the Bonus Plan itself, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
* * *
Item 9.01 Financial Statements and Exhibits.
10.1 Monotype Imaging Holdings Inc. Executive Incentive Bonus Plan
99.1 Press release issued by Monotype Imaging Holdings Inc. on February 26,
2014, furnished herewith.