UNITED STATES
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Current Report
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 30, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of Black Knight, Inc. (the “Company” or “Black Knight”), a Delaware corporation, approved the waiver of the performance condition applicable to the performance-based restricted stock awards granted in 2021 and 2022, requiring the Company to achieve Adjusted EBITDA equal to or greater than its 2022 fiscal year Adjusted EBITDA for the measurement period beginning January 1, 2023 through December 31, 2023 (the “2023 Performance Condition”) for all grantees, including our named executive officers. For named executive officers only, in order to facilitate continued retention, the Committee also approved an amendment to their applicable restricted stock award agreements extending the time-based vesting period for the portion of the 2021 and 2022 restricted stock awards subject to the 2023 Performance Condition so that the applicable portion of the awards will vest on March 10, 2025 rather than on March 10, 2024. The Committee did not waive the performance condition relating to the Company’s 2024 fiscal year for the performance-based restricted stock awards granted in 2022. The following table sets forth, for each of the named executive officers, the number of shares that will remain subject solely to time-based vesting, subject to continued employment, as a result of the waiver of the 2023 Performance Condition, and the number of shares that will remain subject to the performance condition applicable to the 2024 fiscal year (in addition to the time-based vesting conditions):
Name | Grant Date | Number of Shares for which 2023 Performance Condition Was Waived and the Time-based Vesting Condition Was Extended to March 10, 2025 | Number of Shares Subject to 2024 Performance Condition Following Waiver |
Anthony M. Jabbour | 3/10/2021 | 32,895 | -- |
Anthony M. Jabbour | 3/10/2022 | 43,722 | 43,721 |
Joseph M. Nackashi | 3/10/2021 | 15,351 | -- |
Joseph M. Nackashi | 3/10/2022 | 20,404 | 20,403 |
Kirk T. Larsen | 3/10/2021 | 13,158 | -- |
Kirk T. Larsen | 3/10/2022 | 17,489 | 17,488 |
Michael L. Gravelle | 3/10/2021 | 2,960 | -- |
Michael L. Gravelle | 3/10/2022 | 4,372 | 4,372 |
The Committee determined to waive the 2023 Performance Condition in order to encourage retention of the Company’s employees during the pendency of the proposed merger and other transactions (collectively, the “ICE Merger”) contemplated by the Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) with Intercontinental Exchange, Inc., a Delaware corporation (“ICE”), and Sand Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of ICE. In making its determination to waive the 2023 Performance Condition, the Committee considered the following circumstances:
| ● | The pendency of the ICE Merger has resulted in some prospective clients delaying decisions to sign up for certain Black Knight solutions; |
| ● | The Merger Agreement contains certain covenants that limit management’s ability to take certain actions during the pendency of the ICE Merger; |
| ● | The acceleration of investment in the execution of our long-term growth strategy to adapt our solutions to technological changes or evolving industry standards and regulations and to upgrade, modernize or innovate our technology; and |
| ● | Continued competition for talent in our industry and the pendency of the ICE Merger has made it critical that compensation programs, including our outstanding long-term equity incentive awards, encourage retention of our talented employees. |
The Committee also considered that, at the closing of the ICE Merger, all performance conditions applicable to the Company’s outstanding performance-based restricted stock awards will be deemed satisfied. The Committee’s determination to waive the 2023 Performance Condition is a one-time action based on the Committee’s consideration of the specific factors set forth above, which are the result of the unique circumstances related to the ICE Merger. The Committee does not expect to take similar actions in the future.
SIGNATURE
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.
Black Knight, Inc. | ||||
Date: | July 5, 2023 | By: | /s/ Kirk T. Larsen | |
Name: | Kirk T. Larsen | |||
Title: | President and Chief Financial Officer | |||