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): ~~November~~October 141, 2016

GOODMAN NETWORKS INCORPORATED

(Exact name of registrant as specified in its charter)

Texas

333-186684

74-2949460

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2801 Network Blvd., Suite 300

Frisco, Texas

75034

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 406-9692

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 (see General Instruction A.2. below):

☐	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))

Section 51 —– ~~Corporate~~Registrant’s ~~Governance~~Business and ~~Management~~Operations

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Director~~The ~~Resignations~~disclosure contained in Item 5.02 of this Current Report on Form 8-K concerning agreements to indemnify certain persons is incorporated by reference herein.

~~On November~~Section ~~14,~~5 ~~2016,~~— ~~Messrs.~~Corporate ~~Steven~~Governance ~~Elfman, James Goodman, Jason Goodman, Jonathan Goodman, Larry Haynes~~ and ~~Ron~~Management Hill delivered to Goodman Networks Incorporated (the “Corporation”) notices of their resignations solely from their positions on the Corporation’s board of directors (the “Board”). The resignations of Messrs. James Goodman, Jason Goodman and Jonathan Goodman were effective at 11:59 AM Central Standard Time on November 15, 2016, and the resignations of Messrs. Elfman, Haynes and Hill were effective at noon on November 15, 2016.

~~The~~Item ~~resignation letters of Messrs~~5. ~~Elfman, Haynes and Hill stated that they were in disagreement with the other members of the Board “as to the best approach going forward for the Corporation~~02.” ~~The~~Departure ~~Corporation believes that the resignations~~ of ~~Messrs.~~Directors ~~Elfman,~~or ~~Haynes~~Certain ~~and~~Officers; ~~Hill~~Election ~~from their positions on the Board were caused by the appointment by certain shareholders~~ of ~~the Corporation~~Directors; onAppointment ~~November 11, 2016~~ of ~~Messrs.~~Certain ~~James~~Officers; ~~Goodman,~~Compensatory ~~Jason~~Arrangements Goodman and Jonathan Goodman to vacancies on the Board. Following their appointment, Messrs. James Goodman, Jason Goodman and Jonathan Goodman, along with John Goodman, a continuing director, constituted a majority of ~~the~~Certain ~~Board~~Officers.

~~The~~Resignation ~~majority shareholders~~ of ~~the~~Chief ~~Corporation~~Executive ~~advised~~Officer the Corporation that they took this action because, over the past few months, they became increasingly concerned about the approach taken by the Corporation to resolve issues with the Corporation’s relationships with its creditors, especially the holders of its senior notes, and onPresident ~~preserving~~ and ~~improving~~Other ~~the~~Senior ~~Corporation’s~~Officers relationship with its most significant customer. The majority shareholders concluded that the Board should be expanded to include certain of the Corporation’s largest shareholders in addition to the existing directors.

~~Copies~~As previously disclosed, on November 11, 2016, certain shareholders of Goodman Networks Incorporated (the “Company”), ~~resignation~~acting ~~letters~~by ofwritten ~~Messrs.~~consent, ~~Elfman~~elected James Goodman, ~~Hill~~Jason Goodman and ~~Haynes~~Jonathan ~~are~~Goodman ~~filed~~to fill vacancies on the board of directors (the “Board”) of the Company, and effective November 15, 2016, (i) all members of the Board other than John Goodman resigned from the Board, (ii) John Goodman, as ~~Exhibits~~the ~~17.1~~sole remaining director, ~~17.2~~appointed Jason Goodman and Jonathan Goodman to fill vacancies on the Board, and (iii) the Board appointed John Goodman as Chairman of the Board and 17Executive Chairman.3, ~~respectively,~~Since the appointment of the new members to ~~this~~the ~~Current~~Board, ~~Report~~the onExecutive ~~Form~~Chairman ~~8-K~~has made several attempts to engage the senior management team.

~~Following~~On ~~his~~November 21, 2016, the Company received a letter of resignation from Ron Hill, the Company’s Chief Executive Officer and President, pursuant to which Mr. Hill ~~remains~~gave ~~the~~notice ~~President~~of ~~and~~his resignation from his positions as Chief Executive Officer and President of the ~~Corporation.~~Company ~~Prior~~effective toDecember 21, 2016 and claimed that he had “Good Reason” (as defined in his employment ~~resignation,~~agreement) Mrto resign. ~~Hill~~ ~~was~~Also ~~also~~on November 21, 2016, the ~~Chairman~~Company received letters from six other senior officers of the ~~Board~~Company terminating their employment relationships and inclaiming ~~such~~termination ~~role~~without ~~had~~cause, ~~been~~constructive ~~appointed~~discharge without ascause, ~~Executive~~termination ~~Chairman.~~for ~~Messrs~~good reason, resignation for good reason or some combination of the aforementioned reasons. ~~Elfman~~These senior officers included the Company’s Executive Vice President and ~~Haynes~~General ~~were~~Counsel, the ~~sole~~Company’s ~~members~~Executive Vice President of Sales and Business Development, the ~~Audit~~Company’s ~~Committee~~Executive Vice President of Professional Services, the ~~Board~~Company’s ~~prior~~Executive Vice President of Business Operations and Business Analytics, the Company’s Executive Vice President of Human Resources, and the Company’s Executive Vice President and Chief of Staff. The Company does not agree that any executive had “Good Reason” to ~~their~~resign or was terminated without cause, constructively discharged without ~~resignation~~cause or terminated for good reason and intends to defend itself vigorously against such claims.

~~The~~Interim ~~Corporation~~Chief ~~has~~Executive ~~provided~~Officer ~~each of Messrs. Elfman, Haynes~~ and ~~Hill~~President ~~with a copy of the disclosures it is making in response to this Item 5.02 no later than the date of filing of this Current Report on Form 8-K with the Securities~~ and ~~Exchange Commission. The Corporation will provide each of Messrs. Elfman, Haynes and Hill with the opportunity to furnish the~~ ~~Corporation,~~Chief asOperating ~~promptly~~Officer as possible, with a letter addressed to the Corporation stating whether he agrees with the statements made by the Corporation in response to this Item 5.02 and, if not, stating the respects in which he does not agree. The Corporation will file any such letter received from each of Messrs. Elfman, Haynes or Hill with the Securities and Exchange Commission as an exhibit by amendment to this Current Report on Form 8-K within two business days after receipt by the Corporation.

~~Appointment~~In light of ~~Directors~~the receipt of Mr. Hill’s resignation letter and for a variety of other reasons, the Company believes that Mr. Hill has absented himself from his duties and powers as Chief Executive Officer and President. Pursuant to the Company’s bylaws, John Goodman, as the Company’s Executive Chairman, will assume the responsibilities of Chief Executive Officer and President on an interim basis at all times in which Mr. Hill is absent.

On November 1521, 2016, ~~Mr. John Goodman, as~~ the ~~sole~~Board ~~remaining director,~~ appointed ~~Messrs.~~ Jason Goodman, ~~and~~a ~~Jonathan~~director ~~Goodman to fill two~~ of the ~~vacancies~~Company onand the ~~Board~~Company’s ~~that~~Vice ~~were~~President ~~created by the resignations~~ of ~~Messrs.~~Government ~~James~~Solutions ~~Goodman,~~and ~~Jason Goodman~~Construction, ~~Jonathan~~as ~~Goodman,~~Chief ~~Elfman,~~Operating ~~Haynes and Hill~~Officer. The Board has not yet determined whether Messrs. Jason Goodman or Jonathan Goodman will serve on any committee(s) of the Board. Biographical information concerning each of the newly appointed directors is set forth below:

The terms of employment of Messrs. John Goodman and Jason Goodman, ~~age~~had 46not been determined at the time of the filing of this Current Report on Form 8-K and will be included in an amendment to this Current Report on Form 8-K within four business days after such information is determined or becomes available.

~~Jason~~Interim Goodman is a co-founder of the Corporation who has served as the Corporation’s Vice President of Government Solutions and Construction since April 2011 and was a member of the Board from 2000 until April 2014 and from November 11, 2016 until the resignation described above on November 15, 2016. Mr. Jason Goodman has previously served in several roles with the Corporation, including Vice President of Federal Sales, Vice President of Support Operations and Chief ofFinancial ~~Staff,~~Officer from July 2007 to April 2011, March 2007 to July 2007 and June 2000 to March 2007, respectively. Prior to the Corporation’s founding in 2000, Mr. Jason Goodman held various positions with Harvard Technologies, where he was responsible for establishing a new telecommunications services division. Mr. Jason Goodman holds a bachelor’s degree in business administration from Texas A&M University.

~~Jonathan~~On November 22, ~~Goodman~~2016, ~~age~~the 47Company entered into an engagement letter (the “Letter Agreement”) with FTI Consulting, Inc. (“FTI Consulting”), pursuant to which John Debus was appointed to serve as the Company’s interim Chief Financial Officer, including the role of principal financial officer, effective November 22, 2016. Mr. Hill had been fulfilling the duties of the Company’s principal financial officer on an interim basis since October 1, 2016. Mr. Debus also assumed the role of principal accounting officer, a role in which Crystal Lieu had been serving on an interim basis since October 1, 2016. FTI Consulting will receive a monthly fee of $70,000 for the services provided by Mr. Debus.

~~Jonathan~~Biographical ~~Goodman~~Information is a co-founder of the Corporation who has served as Vice President since April 2011 and was a member of the Board from 2000 until June 2009, from September 2011 until April 2014 and from November 11, 2016 until the resignation described above on November 15, 2016. Mr. Jonathan Goodman has previously served in several roles with the Corporation, including Vice President of Logistics, Vice President of Operation and Quality Control and Vice President of Corporate Responsibility. Prior to the Corporation’s founding in 2000, Mr. Jonathan Goodman served in a variety of managerial roles in the telecommunications industry with Harvard Technologies as Director of Operations, Bell Atlantic Professional Services, Stockton Communications, and RB Ring outside plant environment services. Mr. Jonathan Goodman was also the founder of Greater Bell Communication Inc., an online service provider. Mr. Jonathan Goodman attended Blinn College.

~~Appointment~~Biographical ofinformation ~~Chairman~~concerning each of the ~~Board,~~Company’s ~~Executive Chairman~~newly ~~and~~appointed ~~Lead~~officers ~~Director~~is set forth below:

~~On November 16, 2016, the Board appointed (i) Mr.~~ John Goodman, asage ~~the~~49 ~~Chairman of the Board and the Executive Chairman of the Corporation and (ii) Mr. Jason Goodman as the Lead Director.~~

~~Mr.~~ John Goodman, ~~age 49,~~ has served as a member of the Board since he co-founded the ~~Corporation~~Company in 2000 and has been the Company’s Executive Chairman since November 16, 2016. He previously served as the ~~Corporation~~Company’s Executive Chairman from January 2012 until March 5, 2015 and as Chairman and Chief Executive Officer from the ~~Corporation~~ Company’s founding in 2000 through January 2012. In addition, he has served as a manager since August 2013 and the Executive Chairman since June 2014 of Premier One Emergency Centers, LLC, an owner of emergency and urgent care facilities. Mr. John Goodman’s telecom career spans two decades, beginning with Bell Atlantic Professional Services, where he managed outside and inside plant services in the southwest United States. In 1997, he joined GTE’s Network Operations Center in Irving, Texas, where he supported Fortune 500 companies and provided broadband technical support services domestically. Following the merger of GTE and Bell Atlantic, now known as Verizon, Mr. John Goodman left Verizon in 2000 to co-found the ~~Corporation~~Company. Mr. John Goodman holds a bachelor’s degree in business administration from Texas Tech University.

~~Certain~~Jason ~~Relationships~~Goodman, ~~and~~age ~~Related~~46 ~~Party Transactions~~

~~The~~Jason ~~following~~Goodman is a co-founder ~~list~~ of ~~transactions~~the ~~and~~Company ~~any~~who ~~series~~has ofserved ~~similar~~as ~~transactions~~a ~~that~~member ~~have~~of ~~occurred~~the Board since November 15, 2016 and as the ~~beginning~~Company’s Vice President of ~~the~~Government ~~last~~Solutions ~~fiscal~~and ~~year to~~Construction ~~which~~since ~~the~~April ~~Corporation~~2011. Mr. Jason Goodman was previously a ~~party~~member of the Board from 2000 until April 2014 and infrom ~~which:~~November 11, ~~(i)~~2016 until November 15, 2016. Mr. Jason Goodman has previously served in several roles with the ~~amounts~~Company, ~~involved~~including ~~exceeded~~Vice orPresident ~~will~~of ~~exceed~~Federal ~~$120~~Sales,~~000~~ Vice President of Support Operations and ~~(ii)~~Chief of Staff, from July 2007 to April 2011, aMarch ~~new~~2007 ~~director~~to orJuly ~~officer~~2007 orand ~~any~~June of2000 ~~his~~to ~~immediate~~March ~~family~~2007, ~~members~~respectively. ~~had~~Prior orto ~~will~~the ~~have~~Company’s founding in 2000, Mr. Jason Goodman held various positions with Harvard Technologies, where he was responsible for establishing a ~~direct~~new ortelecommunications ~~indirect~~services ~~material~~division. ~~interest~~Mr. Jason Goodman holds a bachelor’s degree in business administration from Texas A&M University.

~~Related~~John ~~Persons~~Debus, age 48

~~The~~Mr. Debus ~~transactions~~is a Managing Director in the Corporate Finance group at FTI Consulting, an independent global business advisory firm, where he ~~described~~provides a range of management, financial consulting and advisory services, principally to telecom, technology and media companies, with a specialization in ~~this~~interim ~~section~~and ~~involve~~crisis ~~Messrs~~management, turnaround consulting, bankruptcy debtor advisory and financial and operational restructuring. ~~John~~Since ~~Goodman~~joining CXO, ~~James~~LLC ~~Goodman~~(which was subsequently acquired by FTI Consulting) in June 2005, ~~Jason~~he ~~Goodman~~has served in many consulting engagements with several companies in an interim management role. From September 2012 to July 2016, ~~Jonathan~~he ~~Goodman~~served as chief financial officer, vice president and ~~Joseph~~associate ~~Goodman~~restructuring officer of Digital Domain Media Group, ~~who~~and ~~are~~from ~~all~~January ~~brothers~~2007 ~~(collectively~~to July 2012, he served as chief financial officer, treasurer and senior vice president of Sage Telecom, Inc. Additionally, he has served in various capacities, including chief financial officer, treasurer, vice president, controller and advisor to creditors or other parties in interest in several other consulting engagements. Prior to joining FTI Consulting, Mr. Debus served as chief financial officer of the ~~“Goodman~~Company ~~Brothers”)~~from July 2002 until June 2005 and corporate controller of the Company from January 2002 to September 2003. Mr. Debus holds a Bachelor of Science in Business Administration from the University of Colorado.

~~John~~Crystal ~~Goodman.~~Lieu, ~~Mr. John~~age ~~Goodman~~42 ~~is the Corporation’s Chairman of the Board and Executive Chairman and beneficially owns more than 5% of the Corporation’s outstanding shares.~~

~~James Goodman~~Ms. ~~Mr.~~ ~~James~~Lieu ~~Goodman~~has ~~controls~~served ~~Genesis~~as ~~Networks~~the ~~Integration~~Company’s Vice President and Corporate Controller since December 2014 and was previously Senior Director, ~~Services~~Assistant Controller of the Company from September 2013 to November 2014. Prior to joining the Company, ~~LLC~~she ~~(“Genesis~~was ~~Networks”)~~Director of Technical Accounting and ~~beneficially~~Customer ~~owns~~Experience ~~more~~at ~~than~~Leeyo 5%Software, a financial software and services company, from May 2012 until August 2013 and Director, WW Revenue and Operational Controller of ~~the~~Genband, ~~Corporation’s~~a ~~outstanding~~communications ~~shares~~software solutions provider, from March 2010 until April 2012.

~~Jason~~Certain ~~Goodman.~~Relationships ~~Mr. Jason Goodman is a new member of the Board~~ and ~~beneficially~~Related ~~owns~~Party ~~more~~Transactions ~~than 5% of the Corporation’s outstanding shares.~~

~~Jonathan~~There ~~Goodman.~~are ~~Mr. Jonathan~~no family relationships between John Goodman, isJason aGoodman, ~~new~~John ~~member~~Debus ofor ~~the~~Crystal ~~Board~~Lieu and ~~beneficially~~any ~~owns~~existing ~~more~~director ~~than~~or 5%executive officer of the ~~Corporation’s~~Company ~~outstanding~~except ~~shares~~that John Goodman, Jason Goodman and Jonathan Goodman are brothers.

~~Joseph~~The ~~Goodman.~~information ~~Mr. Joseph~~under ~~Goodman~~the isheadings “Certain aRelationships ~~former~~and ~~member~~Related ofParty ~~the~~Transactions,” ~~Board~~“Related Persons” and ~~beneficially~~ ~~owns~~“Related ~~more~~Party ~~than~~Transactions” under Item 5%.02 of the ~~Corporation’s~~Current ~~outstanding~~Report ~~shares~~on Form 8-K filed on November 18, 2016 is incorporated by reference herein.

~~Goodman~~Indemnification ~~Brothers,~~Agreements ~~LP. The Goodman Brothers are the limited partners of Goodman Brothers, LP.~~

~~Related~~On ~~Party~~November 21, ~~Transactions~~2016, the Company entered into an indemnification agreement (each, an “Indemnification Agreement”) with each of Messrs. Jonathan Goodman and Jason Goodman, effective November 15, 2016, in consideration for their agreement to serve on the Board. The Company also entered into an Indemnification Agreement with Mr. Debus in connection with his appointment as interim Chief Financial Officer on November 22, 2016. Each of Messrs. Jonathan Goodman, Jason Goodman and John Debus is referred to herein as an “Indemnitee.”

~~Ranch~~Pursuant to the Indemnification Agreements, the Company agreed to indemnify each Indemnitee to the fullest extent permitted by applicable law against any and all expenses arising from any “proceeding” (as such term is defined in the Indemnification Agreements) in which an Indemnitee was, is or will be involved as a party or otherwise by reason of any Indemnitee’s service as, or actions taken

~~The~~ while, ~~Corporation~~(i) a ~~uses~~director aor ~~ranch~~officer ~~owned by~~of ~~Goodman~~the ~~Brothers~~Company or (ii) at the request of the Company, LPa todirector, ~~entertain~~officer, ~~employees~~employee, ~~and~~agent ~~customers~~or fiduciary of another enterprise. ~~During~~Following ~~the~~a ~~year~~written request ~~ended~~by ~~December 31~~an Indemnitee, ~~2015~~the ~~and~~Company ~~the~~is ~~period~~required ~~from~~to ~~January 1,~~advance ~~2016~~(within ~~through~~10 ~~November 15,~~days ~~2016~~of receipt of such written request) to such Indemnitee, ~~the~~prior ~~Corporation~~to ~~paid~~or anafter ~~aggregate~~final disposition of ~~$156~~any proceeding,~~000~~ any and ~~$130,000, respectively,~~all expenses relating to ~~Goodman~~the ~~Brothers~~Indemnitee’s investigation, LPdefense, ~~for~~settlement ~~the~~or ~~use~~appeal of ~~the~~such ~~ranch~~proceeding.

~~Employment~~The obligations of the Company under the Indemnification Agreements to provide indemnification is subject to a determination, (i) by a majority vote of the “disinterested directors” (as such term is defined in the Indemnification Agreements), even if less than a quorum, (ii) by independent counsel (chosen by such Indemnitee) in a written opinion to the Board of Directors or (iii) by the shareholders of the Company. The Indemnitee is presumed to be entitled to indemnification, and anyone seeking to overcome such presumption shall bear the burden of proof. Additionally, the Company is not required to indemnify an Indemnitee under each of the Indemnification Agreements: (i) for amounts otherwise identifiable under the Indemnification Agreement that such Indemnitee has already received under any insurance policy, contract, agreement or otherwise or (ii) as prohibited by Texas law.

~~The~~Each ~~Corporation~~of ~~had~~the Indemnification ~~employment~~Agreements ~~arrangements~~will ~~with~~continue ~~Messrs.~~so ~~James~~long ~~Goodman,~~as ~~Jason~~such ~~Goodman,~~Indemnitee ~~John~~is ~~Goodman~~subject ~~and~~to ~~Jonathan~~any ~~Goodman~~proceeding atby ~~various~~reason ~~times during~~of ~~the~~serving ~~fiscal~~as ~~year~~a ~~ended~~director, ~~December 31~~officer, ~~2015~~employee, ~~and~~agent ~~the~~or ~~period~~fiduciary ~~from~~of ~~January 1~~the Company, ~~2016~~whether ~~through~~or ~~November 15,~~not ~~2016~~serving in such capacity at the time the liability or expense is incurred.

~~James Goodman.~~The ~~Until~~foregoing ~~Mr. James~~description ~~Goodman~~of ~~ceased to be an employee in March 2016,~~ the ~~Corporation~~Indemnification ~~paid~~Agreements ~~him~~does anot ~~base~~purport ~~salary~~to ofbe ~~$225,000~~complete ~~per~~and ~~year.~~is qualified ~~The~~in ~~Corporation~~its ~~also~~entirety ~~paid~~by ~~Mr. James~~the ~~Goodman~~full atext ~~bonus~~ of ~~$100,000 with respect to his performance during~~ the ~~year~~Form ~~ended~~of ~~December 31,~~Indemnification ~~2015.~~Agreement ~~The~~filed ~~Corporation~~as ~~paid~~Exhibit Mr10. ~~James~~50 ~~Goodman~~to anthe ~~aggregate~~Company’s ofRegistration ~~$335,534~~Statement ~~and~~on ~~$51,127~~Form ~~under~~S-4 ~~this~~filed ~~arrangement~~with ~~during~~ the ~~fiscal~~Securities ~~year ended December 31, 2015~~ and ~~the~~Exchange ~~period~~Commission ~~from~~on ~~January~~February 114, ~~2016~~2013, which is ~~through~~incorporated ~~November 15,~~by ~~2016,~~reference ~~respectively~~herein.

~~Jason~~SIGNATURES Goodman. The Corporation has an employment agreement with Mr. Jason Goodman that provides for a current base salary of $397,500. The employment agreement entitles him to benefits under the Corporation’s Executive Benefit Plan, cash bonuses under the Corporation’s Executive Management Bonus Plan, an annual retention bonus equal to 75% of his base salary and a gross up for any federal, state, and local income and employment taxes and an annual equity award in an amount determined by the Board. The employment agreement also provides that, in addition to any base salary earned but unpaid and the prorated portion of bonuses under the Corporation’s Executive Management Bonus Plan and retention bonuses earned through the date of termination, Mr. Jason Goodman would be entitled to a severance payment equal to 24 months’ base salary if Mr. Jason Goodman’s employment is terminated (i) by the Corporation without cause, (ii) by Mr. Jason Goodman with good reason or (iii) upon a change of control. The employment agreement also requires the Corporation to transfer to Mr. Jason Goodman title to the vehicle the Corporation is currently leasing for him on the earliest of: (i) the date that is 36 months from the start of the lease; (ii) within 45 days after his employment is terminated without cause or by him for good reason; and (iii) within 60 days of a change of control. The Corporation paid Mr. Jason Goodman an aggregate of $619,670 and $336,346 under his employment agreement during the fiscal year ended December 31, 2015 and the period from January 1, 2016 through November 15, 2016, respectively.

~~John~~Pursuant ~~Goodman.~~to ~~The~~the ~~Corporation~~requirements ~~had~~of anthe ~~employment~~Securities ~~agreement~~Exchange ~~with~~Act ~~Mr. John~~of ~~Goodman~~1934, ~~until his employment relationship with~~ the ~~Company ended~~registrant ~~effective~~has ~~February 15,~~duly ~~2015.~~caused ~~The~~this ~~Corporation~~report ~~paid~~to ~~Mr. John~~be ~~Goodman~~signed anon ~~aggregate~~its ofbehalf ~~$121,154 under~~ by the ~~employment~~undersigned ~~agreement~~hereunto ~~from~~duly ~~January 1, 2015 to February 15, 2015~~authorized.

Jonathan Goodman. The Corporation has an employment agreement with Mr. Jonathan Goodman that provides for a current base salary of $397,500. The employment agreement entitles him to benefits under the Corporation’s Executive Benefit Plan, cash bonuses under the Corporation’s Executive Management Bonus Plan, an annual retention bonus equal to 75% of his base salary and a gross up for any federal, state, and local income and employment taxes and an annual equity award in an amount determined by the Board. The employment agreement also provides that, in addition to any base salary earned but unpaid and the prorated portion of bonuses under the Corporation’s Executive Management Bonus Plan and retention bonuses earned through the date of termination, Mr. Jonathan Goodman would be entitled to a severance payment equal to 24 months’ base salary if Mr. Jonathan Goodman’s employment is terminated (i) by the Corporation without cause, (ii) by Mr. Jonathan Goodman with good reason or (iii) upon a change of control. The employment agreement also requires the Corporation to transfer to Mr. Jonathan Goodman title to the vehicle the Corporation is currently leasing for him on the earliest of: (i) the date that is 36 months from the start of the lease; (ii) within 45 days after his employment is terminated without cause or by him for good reason; and (iii) within 60 days of a change of control. The Corporation paid Mr. Jonathan Goodman an aggregate of $611,538 and $336,346 under his employment agreement during the fiscal year ended December 31, 2015 and the period from January 1, 2016 through November 15, 2016, respectively.

Separation Agreements

The Corporation entered into a separation agreement with each of Messrs. Joseph Goodman and John Goodman during the fiscal year ended December 31, 2015.

Joseph Goodman. On January 15, 2015, the Corporation entered into a Separation Agreement and General Release with Mr. Joseph Goodman, under which the Corporation resolved all matters related to Mr. Joseph Goodman’s separation from employment with the Corporation without cause, effective as of December 31, 2014, including all matters arising under his employment agreement.

Pursuant to the agreement, Mr. Joseph Goodman received a payment of $550,000 as a management bonus under the Corporation’s Executive Management Bonus Plan that Mr. Joseph Goodman earned in respect of his performance during 2014 and a payment of $410,358 as the retention bonus owed under his employment agreement for the 2014 fiscal year. Mr. Joseph Goodman is also entitled to severance of, among other things, three years of his base salary of $397,500, payable bi-weekly pursuant to the Corporation’s standard payroll practices. Mr. Joseph Goodman also agreed to extend the duration of his employment agreement’s non-competition period and granted a general release in the Corporation’s favor.

John Goodman. Effective March 5, 2015, the Corporation entered into a separation and release agreement with Mr. John Goodman pursuant to which the Corporation ended its employment relationship with Mr. John Goodman as of February 15, 2015. Pursuant to the agreement, the Corporation confirmed that Mr. John Goodman would receive payments of $1,050,000 as a management bonus under the Corporation’s Executive Management Bonus Plan. Mr. John Goodman was also awarded a discretionary bonus of $950,000 paid in 2015 for his business development efforts. The Corporation also agreed to pay Mr. John Goodman severance of, among other things, three years of his base salary of $1,050,000, the first $1,000,000 of which is payable in four equal quarterly payments and the remainder of which is payable in nine equal monthly payments after the initial $1,000,000 is paid. In exchange for the consideration described above, Mr. John Goodman agreed that, among other things, he had been paid all remuneration that the Corporation owed him. Mr. John Goodman also agreed to extend the duration of his employment agreement’s non-competition period and granted a general release in the Corporation’s favor.

Mr. John Goodman’s separation and release agreement also provides him with a one-time put right to sell to the Corporation up to $2,700,000 of his equity interests in the Corporation, based on the fair market value of such equity interests on the date the put right is exercised, with such fair market value being determined by the Board in its good faith discretion. The put right is subject to several limitations, including, among other things, compliance with the terms of the Corporation’s indenture. Additionally, Mr. John Goodman agreed to grant the Corporation a one-time call right to purchase from Mr. John Goodman up to $2,700,000 of his equity interests in the Corporation, based on the fair market value of such equity interests on the date the call right is exercised, with such fair market value being determined by the Board in its good faith discretion. The call right is subject to several limitations, including, among other things, compliance with the terms of the Corporation’s indenture.

Letter of Credit

During the year ended December 31, 2011, PNC Bank, National Association issued a $4.0 million letter of credit for the Corporation’s account as a credit enhancement for a new letter of intent concerning Genesis Networks, a company substantially owned by James Goodman. The Corporation’s exposure with respect to the letter of credit is supported by a reimbursement agreement from Genesis Networks, secured by a first priority pledge of certain assets and stock of Genesis Networks.

The Corporation and Genesis Networks negotiated an arrangement during the third quarter of 2014 whereby the Corporation agreed not to pursue any pledged collateral for a period of time not extending beyond May 5, 2016 (the “Forbearance Period”) in the event the line of credit was drawn upon in exchange for the pledge to the Corporation of 15,625 shares of the Corporation’s common stock by James Goodman. In addition, the Corporation agreed to discharge and deem paid-in-full all obligations of Genesis Networks to the Corporation if, on or prior to the end of the Forbearance Period, among other things, a cash payment to the Corporation was made in the amount of $1.5 million plus interest at a rate of 2.0% per annum from September 25, 2014. Pursuant to the agreement, the Corporation agreed to instruct the lender to draw on the letter of credit.

On January 16, 2015, the letter of credit was cancelled and the Corporation was required to pay the full outstanding amount of $4.0 million. Genesis Networks paid the Corporation $1.5 million during the year ended December 31, 2015, but did not satisfy all of the remaining conditions by the end of the Forbearance Period to cause Genesis Networks’ reimbursement obligations to the Corporation to be deemed paid-in-full.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 16, 2016, the holders of 568,559 shares, or 62.3%, of the Corporation’s outstanding common stock, acting by written consent, voted to decrease the authorized size of the Board from seven directors to three directors.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
17.1		Resignation from the Board of Directors of Goodman Networks Incorporated, effective as of November 15, 2016, from Steven L. Elfman.
17.2		Resignation from the Board of Directors of Goodman Networks Incorporated, effective as of November 15, 2016, from Larry J. Haynes.
17.3		Resignation from the Board of Directors of Goodman Networks Incorporated, effective as of November 15, 2016, from Ron B. Hill.

SIGNATURES

The Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description
17.1		Resignation from the Board of Directors of Goodman Networks Incorporated, effective as of November 15, 2016, from Steven L. Elfman.
17.2		Resignation from the Board of Directors of Goodman Networks Incorporated, effective as of November 15, 2016, from Larry J. Haynes.
17.3		Resignation from the Board of Directors of Goodman Networks Incorporated, effective as of November 15, 2016, from Ron B. Hill.

GOODMAN NETWORKS INCORPORATED

Date: November 28, 2016

/s/ John A. Goodman

John A. Goodman

Executive Chairman and Interim Chief Executive Officer and President

Filing Compare · Goodman Networks Inc