UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

 

Date of Report
(Date of earliest
event reported):	March 9, 2018

 

Hudson Global, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-50129		59-3547281
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1325 Avenue of the Americas, New York, New York 10019

(Address of principal executive offices, including zip code)

 

(212) 351-7300

(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:

 

☐  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))

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.  ☐

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 9, 2018, Hudson Global, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the employment agreement, dated as of August 7, 2015 (“Employment Agreement”), with Patrick Lyons, the Company’s Chief Financial Officer and Chief Accounting Officer. The Amendment changes the bonus payable to Mr. Lyons in the event of his termination following a Change in Control (as defined in the Agreement) of the Company from a “pro rata target bonus” to a “target bonus.”

 

The foregoing description of the Amendment to the Agreement is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

Not applicable.

 

(d)

Exhibits.

 

The exhibit listed in the Exhibit Index below is filed as part of this report.

 

Exhibit Index

 

Exhibit
Number
(10.1)		Amendment to Employment Agreement, dated as of March 9, 2018, between Hudson Global, Inc. and Patrick Lyons.

 

 

SIGNATURES

 

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. 

	HUDSON GLOBAL, INC.
Date: March 9, 2018	By:	/s/ Stephen A. Nolan
		Stephen A. Nolan
		Chief Executive Officer

 

 

 

Exhibit 10.1

 

 

 

March 8, 2018

 

Delivered via Company Email

 

Mr. Patrick Lyons

 

Dear Patrick:

 

We are pleased to extend to you the offer of the following amendment (the “Amendment”) to your employment agreement, dated as of August 7, 2015, between Hudson Global, Inc. and you (the “Agreement”). The terms of the Amendment are as follows:

 

1.

The reference to “pro rata target bonus” in the first sentence of Section 5(c)(i) of the Agreement is deleted in its entirety and replaced with “target bonus.”

 

2.

Except as expressly set forth in this Amendment, the Agreement shall remain in full force and effect and this Amendment shall not otherwise modify or amend any of the terms or conditions contained in the Agreement.

 

Please acknowledge your acceptance of the terms outlined above in this Amendment by signing and dating this Amendment and returning it to me. You are welcome to call me with questions at 212-351-7400.

 

Sincerely,

 

/s/ Stephen A. Nolan

 

Stephen A. Nolan 

Chief Executive Officer

Acknowledged and Agreed:
/s/ Patrick Lyons		March 9, 2018
Patrick Lyons		Date

 

www.hudson.com