false000164361500016436152024-12-312024-12-31

 

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): December 31, 2024

 

 

Montrose Environmental Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39394

46-4195044

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

5120 Northshore Drive

 

North Little Rock, Arkansas

 

72118

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 501 900-6400

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.000004 par value per share

 

MEG

 

New York Stock Exchange

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.

The Board of Directors (the “Board”) of Montrose Environmental Group, Inc. (the “Company”) approved, effective December 31, 2024, the cancellation (the “SAR Cancellation”) of the outstanding and unvested stock appreciation rights previously granted on December 16, 2021, to the Company’s named executive officers, as well as certain other executives, and the applicable individuals each agreed to such SAR Cancellation. The SAR Cancellation was voluntary on the part of the named executive officers and other holders and was not in exchange for any other equity or cash-based compensation awards or payments.

The foregoing description of the SAR Cancellation is qualified in its entirety by reference to the form of SAR Cancellation Agreement, which is filed as Exhibit 10.1, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits:

Exhibit No.

Description

10.1

Form of SAR Cancellation Agreement

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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.

 

 

 

Montrose Environmental Group, Inc.

 

 

 

 

Date:

January 6, 2025

By:

/s/ Nasym Afsari

 

 

 

Name: Nasym Afsari
Title: General Counsel and Secretary

 

SAR CANCELLATION AGREEMENT

This SAR Cancellation Agreement (this “Agreement”), dated as of December 31, 2024 (the “Effective Date”), is made by and between Montrose Environmental Group, Inc., a Delaware corporation (the “Company”) and ______________ (“Grantee”).

WHEREAS, in consideration of Grantee’s services for the Company, on December 16, 2021 Grantee was granted ___________________ stock appreciation rights (the “SARs”) pursuant to the Company’s Amended and Restated 2017 Stock Incentive Plan; and

WHEREAS, the Company and Grantee wish to cancel each SAR in exchange for the Company’s agreement to make future amendments to the Company’s executive severance plan (the “Consideration”).

NOW, THEREFORE, the Company and Grantee agree as follows:

1.
SAR Cancellation. In exchange for the Consideration, which Grantee hereby agrees is reasonable and sufficient, the SARs shall be cancelled and forfeited as of the Effective Date, and Grantee shall have no further rights with respect thereto.

 

2.
Representations and Warranties. Each party hereto represents and warrants to the other party hereto that (i) if such party is not a natural person, such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, (ii) such party has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions hereby and (iii) the execution and delivery by such party of this Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of any provision of the constituent documents of such party (if applicable) or require that such party obtain the consent of any other party or governmental authority.

 

3.
Release. Grantee agrees that, in exchange for the good and valuable consideration described in this Agreement, including but not limited to the Consideration, the sufficiency of which is hereby acknowledged, Grantee hereby releases and discharges fully and forever the Company and its affiliates from any and all present or future claims, demands, and causes of action that may relate to the SARs.

 

4.
Entire Agreement. This Agreement constitutes the entire agreement between the Company and Grantee and contains all the agreements between them with respect to the subject matter hereof.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first set forth above.

 

MONTROSE ENVIRONMENTAL GROUP, INC.

GRANTEE

By:___________________________

Name:

Title:


____________________________

______________
v3.24.4
Document And Entity Information
Dec. 31, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 31, 2024
Entity Registrant Name Montrose Environmental Group, Inc.
Entity Central Index Key 0001643615
Entity Emerging Growth Company false
Entity File Number 001-39394
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 46-4195044
Entity Address, Address Line One 5120 Northshore Drive
Entity Address, City or Town North Little Rock
Entity Address, State or Province AR
Entity Address, Postal Zip Code 72118
City Area Code 501
Local Phone Number 900-6400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.000004 par value per share
Trading Symbol MEG
Security Exchange Name NYSE
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