UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |
On August 6, 2020, Marcus & Millichap, Inc. (the “Company”) announced the appointment of Steven F. DeGennaro as the Company’s Executive Vice President and Chief Financial Officer, effective August 17, 2020. Mr. DeGennaro will succeed Martin E. Louie as Chief Financial Officer, who was appointed to serve as the Company’s Senior Vice President and Director of Corporate Initiatives, effective August 17, 2020.
Prior to joining the Company, Mr. DeGennaro, 57, held the position of Chief Financial Officer at InTouch Technologies, Inc., a venture-backed telehealth company, from March 2018 to July 2020. Prior to that he served as Chief Financial Officer at Xirrus, Inc., a manufacturer of wireless networking products, from January 2004 to November 2017.
In accordance with his employment agreement, Mr. DeGennaro will receive a pro-rated annual base salary of $400,000, which will be temporarily reduced by 20% in response to the COVID-19 pandemic, consistent with the temporary salary reductions of the Company’s other executive officers. Mr. DeGennaro will also receive a sign-on bonus of $250,000 in February 2021, which will be recouped by the Company if he voluntarily departs without good reason or is terminated for cause before December 31, 2022. Mr. DeGennaro will be eligible to earn an annual cash bonus with a target amount of $600,000 beginning with fiscal year 2021. In addition, Mr. DeGennaro was granted 7,500 restricted stock units (“RSUs”) that vest over a five-year period under the Company’s Amended and Restated 2013 Omnibus Equity Incentive Plan (the “Plan”).
Mr. DeGennaro’s employment agreement also provides that in the event that Mr. DeGennaro resigns for good reason or is terminated without cause by the Company, and complies with certain post-termination obligations, Mr. DeGennaro will receive cash severance benefits in an amount equal to six months of his base salary and 50% of the last annual cash bonus that he earned. If such qualifying termination occurs in connection with a change of control, 100% of his unvested stock awards will also vest.
The Company will enter into its standard form of executive officer indemnification agreement with Mr. DeGennaro, which agreement is filed as Exhibit 10.7 to the Company’s registration statement on Form S-1 filed on September 23, 2013.
There are no family relationships between any director or executive officer of the Company and Mr. DeGennaro.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing the above appointments is furnished as Exhibit 99.1 to this Current Report.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Title or Description | |
| 99.1 | Press release issued by the Company entitled “Marcus & Millichap Appoints Steve DeGennaro Chief Financial Officer” dated August 6, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| MARCUS & MILLICHAP, INC. | ||||||
| Date: August 7, 2020 | By: | /s/ Martin E. Louie | ||||
| Martin E. Louie Chief Financial Officer | ||||||
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