Mobility Global 提交8-K 披露董事任命及CEO薪酬調整 為分拆作準備

8-K
1
tm2618923d1_8k.htm
FORM 8-K

 

 

 

 

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):
June 26, 2026

 

 

 

Mobility Global Inc.

(Exact name of registrant as specified in its
charter)

 

 

 

 
 Delaware
  
 001-43276
  
 39-4621962

 
 
 (State or other jurisdiction

 of incorporation)

  
 
 (Commission

 File Number)

  
 
 (IRS Employer

 Identification No.)

 
 

5860 Trinity Parkway,
Suite 600, Centreville, Virginia, 20120

(Address of principal
executive offices) (Zip Code)

 

(703) 934-2664 
(Registrant’s telephone number, including area code)

 

Not Applicable

(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 (par value $0.01 per share)
  
 MBGL
  
 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.

 

Appointment of Board Member

 

The board of directors (the “Board”) of Mobility Global
Inc. (the “Company”) appointed Joseph R. Hinrichs as a director of the Board, increasing the size of the Board from two to
three directors, effective as of 11:59 p.m. New York City time on June 25, 2026. Upon his appointment, Mr. Hinrichs will be a
member of the Company’s Audit Committee and Nominating and Compensation Committee.

 

The Board has determined that Mr. Hinrichs (i) qualifies
as an “independent” director under all applicable rules and regulations of the U.S. Securities and Exchange Commission
(“SEC”) and the New York Stock Exchange (“NYSE”), (ii) is financially literate as required by the rules and
regulations of the NYSE, and satisfies the definition of “audit committee financial expert” set out in Item 407(d)(5)(ii) of
Regulation S-K under the Exchange Act, and (iii) satisfies the requirements for audit committee membership established by Rule 10A-3
under the Exchange Act, and has no material relationship with the Company (either directly or as a partner, shareholder or officer of
an organization that has a relationship with the Company).

 

It is expected that Mr. Hinrichs will be appointed as Chair of
the Board as of and following the effective time of the previously announced distribution of the Company’s common stock by S&P
Global Inc. (“S&P Global”) to holders of S&P Global’s common stock on a pro rata basis (the “Spin-Off”).
The Spin-Off is expected to be effective as of 12:01 a.m., New York City time, on July 1, 2026.

 

Biographical information for Mr. Hinrichs is set forth in the
section titled “Management” of the Information Statement, dated May 27, 2026 (the “Information Statement”),
included as Exhibit 99.1 to the Company’s Current Report on Form 10, which was filed with the SEC on May 27, 2026,
and such information and description are incorporated by reference herein.

 

Mr. Hinrichs has no family relationships with any member of the
Board or any executive officer of the Company and is not a party to any transactions that would be disclosed under Item 404(a) of
Regulation S-K. There are no arrangements or understandings between Mr. Hinrichs and any other person and the Company pursuant to
which Mr. Hinrichs was appointed to serve in his role.

 

Following the consummation of the Spin-Off, Mr. Hinrichs will
participate in the Company’s director compensation program, pursuant to which Mr. Hinrichs will receive: an annual cash retainer
of $80,000, payable quarterly; an additional annual cash retainer of $100,000 for service as Chair of the Board; an annual equity
retainer with a grant date value of $220,000 in Restricted Stock Units (“RSUs”), which will cliff-vest after one year, and
a one-time RSU award to be granted in connection with the Spin-Off, with a grant date value of $400,000, which will cliff-vest after three
years.

 

2026 Long Term Incentive Plan

 

Effective as of 12:01 a.m. New York City time on July 1,
2026, the Board adopted the Mobility Global Inc. 2026 Long Term Incentive Plan (the “LTIP”). The Information Statement under
the section entitled “Compensation Discussion and Analysis” contains a description of the LTIP. Such information is incorporated
by reference in this Item 5.02.

 

Chief Executive Officer Compensation Changes

 

The Board approved the following changes to the compensation of William
Eager, the Company’s Chief Executive Officer: (i) an increase in Mr. Eager’s annual base salary to $900,000, effective
July 1, 2026, (ii) an increase in Mr. Eager’s annual target incentive opportunity to 150% of base salary, effective
July 1, 2026 and (iii) a grant of RSUs having a grant date value of $2,500,000, to be granted on or around
September 1, 2026, subject to further approval by the Board, which grant will vest in substantially equal annual installments over
three years from the grant date.

 

  

  

 

 

Executive Severance Plan

 

Effective as of 12:01 a.m. New York City time on July 1,
2026, the Board adopted the Mobility Global Inc. Executive Severance Plan (the “Severance Plan”). Pursuant to the Severance
Plan, if an executive officer is terminated without “cause” or resigns for “good reason”, subject to such executive
officer’s execution and non-revocation of a release of claims, such executive officer will receive the following severance benefits:

 

·(i)
If such termination occurs more than six months prior to or more than 24 months following a “change in control” of the Company,
cash severance equal to 1.5 times (or, in the case of the Company’s Chief Executive Officer, two times) such executive officer’s
annual base salary, payable over an 18-month period (or, in the case of the Company’s Chief Executive Officer, a 24-month period),
and (ii) if such termination occurs within six months prior to or within 24 months following a change in control of the Company, cash
severance equal to 1.5 times (or, in the case of the Company’s Chief Executive Officer, two times) such executive officer’s
annual base salary and target annual bonus, payable in a lump sum;

  

·If such termination occurs after March 31 of any year,
a pro rata annual bonus for such year of termination based on actual performance;

 

·18 months of subsidized healthcare continuation benefits;
and

 

·$25,000 (or, in the case of the Company’s Chief
Executive Officer, $50,000) in outplacement benefits.

 

Annual Incentive Plan

 

Effective as of 12:01 a.m. New York City time on July 1,
2026, the Board adopted the Mobility Global Inc. Annual Incentive Plan (the “AIP”). The AIP will govern annual bonuses for
the Company’s executive officers following the Separation and provides the Nominating and Compensation Committee of the Board
with discretion to establish terms and conditions for such annual bonuses.

 

Legacy 401(k) Plan Supplement

 

Effective as of 12:01 a.m. New York City time on July 1,
2026, the Board adopted the Mobility Global Inc. Legacy 401(k) Savings and Profit Sharing Plan Supplement (the “Mobility Global
401(k) Supplement”). The Mobility 401(k) Supplement is a deferred compensation plan that, pursuant to Employee Matters
Agreement, was carved out from S&P Global Inc.’s 401(k) Savings and Profit Sharing Plan Supplement (the “S&P
Global 401(k) Supplement”) for purposes of administering deferrals made, and benefits accrued, by Mobility Global employees
prior to the Separation. The Mobility Global 401(k) Supplement will operate on substantially the same terms as the S&P Global
401(k) Supplement, provided that the Mobility Global 401(k) Supplement will be frozen as to new deferral elections and employer
contributions.

 

  

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.

 

 
 Dated: June 26, 2026
 Mobility Global Inc.

 
  
  

 
  
 By:
 /s/ Taptesh (Tasha) K. Matharu

 
  
  
 Taptesh (Tasha) K. Matharu

 
  
  
 Chief Legal Officer and Corporate Secretary