UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest reported event): October 29, 2010 (October 25, 2010)
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14315
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76-0127701 |
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(Commission File Number)
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(I.R.S. Employer |
| incorporation)
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Identification Number) |
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| 10943 North Sam Houston Parkway West |
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| Houston, Texas
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77064 |
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 897-7788
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Certain Officers.
On October 25, 2010, the Board of Directors of NCI Building Systems, Inc. (“NCI” or the
“Company”) approved the promotion of Richard W. Allen to Vice President — Finance and Chief
Accounting Officer, effective November 1, 2010. Mr. Allen, age 35, previously served as NCI’s Vice
President of Finance and Corporate Controller since January 2009, Corporate Controller since
January 2008, and, before that, as NCI’s Director of Corporate Accounting Services since April
2007. Prior to joining NCI, Mr. Allen was employed by Deloitte & Touche LLP, an accounting, tax
and consulting firm, where he served as an Audit Senior Manager from 2004 to 2007 and Audit Manager
from 2002 to 2004. Mr. Allen has a B.A. in Accounting from Stephen F. Austin State University and
an M.B.A. from the University of Houston.
In connection with Mr. Allen’s promotion, on November 1, 2010, he and the Company will enter into
a change of control agreement (the “Agreement”). Under the Agreement, Mr. Allen will serve in an
at-will capacity and the Company may terminate employment at any time, with or without cause. If
his employment is terminated for any reason other than termination in connection with a change in
control, Mr. Allen will be entitled to receive the portion of his earned annual base salary through
the date of termination and any bonus to which Mr. Allen is entitled. If, within 24 months
following a change in control, Mr. Allen is terminated without “cause” or resigns for “good reason”
(as defined in the Agreement), he will be entitled to receive two times his annual base salary and
medical and dental coverage for a period of up to eighteen months. Mr. Allen will be further bound by a
covenant not to compete with the Company for the term of his employment and, in the event he
receives a change in control payment, for a period of two years following his termination. This
Agreement is substantially the same as the employment agreements entered into with substantially
all of NCI’s other executive officers in 2007, as amended in 2009. This summary does not purport
to be complete and is qualified in its entirety by reference to Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1
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Agreement dated November 1, 2010. |
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