UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~January 15, ~~2016~~2017

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)

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 1 5 – ~~Registrant’s~~Corporate ~~Business~~Governance and ~~Operations~~Management

Item 1.01 Entry into a Material Definitive Agreement.

The 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.

Section 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Resignation~~Compensation of Chief Executive Officer, ~~and~~Executive ~~President~~Chairman, and ~~Other~~Chief ~~Senior~~Operating ~~Officers~~Officer

AsOn ~~previously~~January 5, ~~disclosed~~2017, onthe ~~November 11,~~board ~~2016,~~of ~~certain~~directors ~~shareholders~~(the “Board”) of Goodman Networks Incorporated (the “Company”), ~~acting~~set bythe ~~written~~base ~~consent,~~salaries ~~elected~~of ~~James~~each ~~Goodman,~~of ~~Jason~~John ~~Goodman~~A. ~~and Jonathan~~ Goodman, ~~to fill vacancies on~~ the ~~board~~Company’s ofExecutive ~~directors~~Chairman, ~~(the~~Chief ~~“Board”)~~Executive ofOfficer ~~the~~and ~~Company~~President, and ~~effective November 15,~~Jason ~~2016~~Goodman, ~~(i) all members of~~ the ~~Board~~Company’s ~~other~~Chief ~~than~~Operating ~~John~~Officer, ~~Goodman~~at ~~resigned from the Board~~$550,000.00 ~~(ii) John Goodman~~per year, aseffective ~~the sole remaining director~~November 1, ~~appointed~~2016. ~~Jason~~The ~~Goodman~~Company ~~and~~intends ~~Jonathan Goodman~~ to ~~fill~~enter ~~vacancies~~into onexecutive ~~the~~employment ~~Board,~~agreements ~~and (iii) the~~with ~~Board~~each ~~appointed~~of Messrs. John Goodman asand ~~Chairman~~Jason ofGoodman ~~the~~that ~~Board~~are ~~and~~effective ~~Executive~~November ~~Chairman.~~1, ~~Since~~2016, ~~the~~but ~~appointment~~had ofnot ~~the~~yet ~~new~~done ~~members~~so toat the ~~Board,~~time of the ~~Executive~~filing ~~Chairman~~of this ~~has~~Current ~~made~~Report ~~several~~on ~~attempts~~Form ~~to engage the senior management team~~8-K.

OnSeparation ~~November 21,~~Agreement 2016, the Company received a letter of resignation from Ron Hill, the Company’s Chief Executive Officer and President, pursuant to which Mr. Hill gave notice of his resignation from his positions as Chief Executive Officer and President of the Company effective December 21, 2016 and claimed that he had “Good Reason” (as defined in his employment agreement) to resign. Also on November 21, 2016, the Company received letters from six other senior officers of the Company terminating their employment relationships and claiming termination without cause, constructive discharge without cause, termination for good reason, resignation for good reason or some combination of the aforementioned reasons. These senior officers included the Company’s Executive Vice President and General Counsel, the Company’s Executive Vice President of Sales and Business Development, the Company’s Executive Vice President of Professional Services, the Company’s 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 resign or was terminated without cause, constructively discharged without cause or terminated for good reason and intends to defend itself vigorously against such claims.

~~Interim~~As previously reported, Ron B. Hill gave notice of his resignation as Chief Executive Officer and President of the Company on November 21, 2016 to be effective on December 21, 2016. On January 5, 2017, a confidential separation agreement and general release (the “Separation Agreement”) between the Company and Mr. Hill became effective under which the ~~Chief~~Company ~~Operating~~resolved ~~Officer~~all matters related to Mr. Hill’s separation from employment with the Company on November 21, 2016, including all matters arising under the Second Amended and Restated Executive Employment Agreement, dated April 11, 2014, and all amendments thereto, by and between the Company and Mr. Hill.

InPursuant ~~light~~to ofthe Separation Agreement, the ~~receipt~~Company ofagreed to (a) extend Mr. Hill’s ~~resignation~~contractual ~~letter~~termination notice period until May 21, 2017 and ~~for~~pay ahis ~~variety~~base ofsalary ~~other~~through ~~reasons~~such time, ~~the Company~~(b) subject ~~believes~~to ~~that~~compliance with certain conditions, pay Mr. Hill ~~has~~cash ~~absented~~severance ~~himself~~payments ~~from~~totaling six ~~his~~(6) months’ ~~duties~~base salary and ~~powers~~(c) reimburse asup ~~Chief~~to ~~Executive~~twelve ~~Officer~~months ~~and~~of ~~President~~any of Mr. Hill’s ~~Pursuant~~health toinsurance premiums paid by Mr. Hill under the ~~Company’s~~Consolidated ~~bylaws,~~Omnibus ~~John~~Budget ~~Goodman~~Reconciliation Act (COBRA). In exchange, Mr. Hill asacknowledged ~~the~~and ~~Company’s~~agreed ~~Executive~~that, ~~Chairman~~among other things, ~~will~~he ~~assume~~had ~~the responsibilities~~been ofpaid ~~Chief~~all ~~Executive~~remuneration ~~Officer~~owed ~~and~~to ~~President~~him onby anthe ~~interim~~Company, ~~basis~~and atgranted ~~all~~a ~~times~~general release and waiver in ~~which~~favor ~~Mr. Hill~~of isthe ~~absent~~Company.

~~On November 21,~~The ~~2016,~~Separation ~~the~~Agreement ~~Board~~also ~~appointed Jason Goodman~~includes, aamong ~~director~~other ofthings, ~~the~~customary ~~Company~~non-disparagement and confidentiality ~~the Company’s Vice President of Government Solutions and Construction, as Chief Operating Officer~~provisions.

~~The~~Appointment ~~terms~~ of ~~employment~~Director of Messrs. John Goodman and Jason Goodman had not 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.

~~Interim~~On ~~Chief~~January 6, ~~Financial~~2017, ~~Officer~~W. Farley Dakan was appointed to the Board. The Board has not yet determined whether Mr. Dakan will serve on any committee(s) of the Board. Mr. Dakan will receive $15,000 per month as compensation. Mr. Dakan’s biographical information is set forth below:

~~On November 22, 2016, the Company entered into an engagement letter (the “Letter Agreement”) with FTI Consulting, Inc~~W. ~~(“FTI~~Farley ~~Consulting”)~~Dakan, ~~pursuant~~age to41 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.

~~Biographical~~W. ~~Information~~Farley Dakan has over twenty years of experience in debt and equity investments, corporate finance and real estate finance across a variety of industries. He has served as the Managing Partner of Scout SSG, a middle market special situations investment platform, where he manages day-to-day investment activities, since its formation in September 2016. Prior to founding Scout SSG, Mr. Dakan was a Managing Director of Mackinac Partners, a financial advisory and turnaround management firm, from October 2007 until August 2016. He also serves on the Dallas board of the American Enterprise Institute. Mr. Dakan received his Bachelor of Business Administration – Finance from Baylor University.

~~Biographical~~Indemnification ~~information~~Agreement ~~concerning each of the Company’s newly appointed officers is set forth below:~~

~~John~~On ~~Goodman~~January 6, ~~age~~2017, 49the Company entered into an Indemnification Agreement with Mr. Dakan (referred to herein as “Indemnitee”) in consideration for his agreement to serve on the Board.

~~John~~Pursuant ~~Goodman~~to ~~has served as a member of~~ the ~~Board~~Indemnification Agreement, ~~since he co-founded~~ the Company inagreed ~~2000~~to ~~and~~indemnify ~~has~~Indemnitee ~~been~~to the ~~Company’s~~fullest ~~Executive~~extent ~~Chairman~~permitted ~~since~~by ~~November 16,~~applicable ~~2016.~~law Heagainst ~~previously~~any ~~served~~and asall ~~the~~expenses ~~Company’s~~arising ~~Executive Chairman~~ from ~~January~~any ~~2012~~“proceeding” ~~until March 5, 2015 and~~ (as ~~Chairman~~such ~~and~~term ~~Chief~~is ~~Executive~~defined ~~Officer~~in ~~from~~ the ~~Company’s~~Indemnification ~~founding~~Agreement) in ~~2000~~which Indemnitee ~~through~~was, ~~January~~is ~~2012.~~or Inwill ~~addition,~~be heinvolved ~~has served~~ as a ~~manager~~party ~~since~~or ~~August~~otherwise ~~2013~~by ~~and~~reason ~~the~~of ~~Executive~~Indemnitee’s ~~Chairman~~service ~~since~~as, ~~June~~or ~~2014~~actions oftaken ~~Premier One Emergency Centers~~while, ~~LLC,~~(i) a andirector ~~owner~~or officer of ~~emergency~~the ~~and~~Company ~~urgent~~or ~~care facilities. Mr.~~(ii) ~~John~~at ~~Goodman’s~~the ~~telecom~~request ~~career~~of ~~spans~~the ~~two decades~~Company, ~~beginning~~a ~~with~~director, ~~Bell Atlantic Professional Services~~officer, employee, ~~where~~agent heor ~~managed~~fiduciary ~~outside~~of ~~and~~another ~~inside~~enterprise. ~~plant~~Following ~~services~~a inwritten ~~the southwest~~request ~~United~~by ~~States. In 1997~~Indemnitee, hethe ~~joined~~Company ~~GTE’s~~is ~~Network~~required ~~Operations~~to ~~Center~~advance in(within ~~Irving,~~10 ~~Texas,~~days ~~where~~of hereceipt ~~supported~~of ~~Fortune~~such ~~500~~written ~~companies~~request) ~~and~~to ~~provided~~Indemnitee, ~~broadband~~prior ~~technical~~to ~~support~~or ~~services~~after ~~domestically.~~final ~~Following~~disposition ~~the merger~~ of ~~GTE and Bell~~any ~~Atlantic~~proceeding, ~~now~~any ~~known~~and asall ~~Verizon,~~expenses ~~Mr. John~~relating ~~Goodman left Verizon in 2000~~ to ~~co-found the Company. Mr. John Goodman holds a bachelor~~Indemnitee’s ~~degree~~investigation, indefense, ~~business~~settlement ~~administration~~or ~~from~~appeal ~~Texas~~of ~~Tech~~such ~~University~~proceeding.

~~Jason~~The obligations ~~Goodman~~of the Company under the Indemnification Agreement to provide indemnification is subject to a determination that Indemnitee is entitled to indemnification by (i) a majority vote of the “disinterested directors” (as such term is defined in the Indemnification Agreement), ~~age~~even 46if less than a quorum, (ii) independent counsel (chosen by Indemnitee) in a written opinion to the Board of Directors or (iii) the shareholders of the Company. 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 Indemnitee under the Indemnification Agreement: (i) for amounts otherwise identifiable under the Indemnification Agreement that Indemnitee has already received under any insurance policy, contract, agreement or otherwise or (ii) as prohibited by Texas law.

~~Jason~~The ~~Goodman~~Indemnification isAgreement ~~a co-founder~~will ofcontinue ~~the~~so ~~Company~~long ~~who has served~~ as aIndemnitee ~~member~~is ofsubject ~~the~~to ~~Board~~any ~~since~~proceeding ~~November 15,~~by ~~2016~~reason ~~and as the Company’s Vice President~~ of ~~Government~~serving ~~Solutions~~as ~~and Construction since April 2011. Mr. Jason Goodman was previously~~ a ~~member of the Board from 2000 until April 2014 and from November 11~~director, ~~2016 until November 15~~officer, ~~2016. Mr. Jason Goodman has previously served in several roles with the Company~~ employee, ~~including~~agent ~~Vice~~or ~~President~~fiduciary of ~~Federal Sales, Vice President of Support Operations and Chief of Staff, from July 2007 to April 2011, March 2007 to July 2007 and June 2000 to March 2007, respectively. Prior to~~ the Company~~’s founding in 2000~~, ~~Mr. Jason~~whether ~~Goodman~~or ~~held~~not ~~various~~serving ~~positions~~in ~~with~~such ~~Harvard Technologies,~~capacity ~~where~~at hethe ~~was~~time ~~responsible~~the ~~for~~liability ~~establishing~~or aexpense ~~new~~is ~~telecommunications services division~~incurred. ~~Mr. Jason Goodman holds a bachelor’s degree in business administration from Texas A&M University.~~

~~John~~Section 7 ~~Debus,~~— ~~age~~Regulation 48FD

~~Mr. Debus~~Item is a Managing Director in the Corporate Finance group at FTI Consulting, an independent global business advisory firm, where he provides a range of management, financial consulting and advisory services, principally to telecom, technology and media companies, with a specialization in interim and crisis management, turnaround consulting, bankruptcy debtor advisory and financial and operational restructuring7.01 ~~Since~~Regulation ~~joining~~FD ~~CXO, LLC (which was subsequently acquired by FTI Consulting) in June 2005, he has served in many consulting engagements with several companies in an interim management role~~Disclosure. From September 2012 to July 2016, he served as chief financial officer, vice president and associate restructuring officer of Digital Domain Media Group, and from January 2007 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 Company 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.

~~Crystal~~On ~~Lieu~~January 4, ~~age~~2017, 42confidential separation and general release agreements with six former officers of the Company other than Mr. Hill became effective. Such agreements provide for aggregate severance payments of $762,498.00, in addition to the extension of paid contractual notice periods by one month for certain of such former officers.

MsIn accordance with General Instruction B. ~~Lieu~~2 ~~has~~to ~~served~~Current asReport on Form 8-K, the ~~Company’s~~information ~~Vice~~furnished pursuant ~~President~~to ~~and~~Item ~~Corporate~~7.01 ~~Controller~~(including ~~since~~Exhibit ~~December~~99.1 ~~2014~~hereto) ~~and~~shall ~~was~~not ~~previously~~be ~~Senior~~deemed ~~Director, Assistant~~“filed” ~~Controller~~for purposes of ~~the~~Section 18 ~~Company~~of ~~from~~the ~~September~~Securities ~~2013~~Exchange toAct ~~November~~of ~~2014.~~1934, ~~Prior~~as toamended ~~joining~~ (the ~~Company~~“Exchange Act”), ~~she~~or ~~was~~otherwise ~~Director~~subject to the liabilities of ~~Technical~~that ~~Accounting~~section, and ~~Customer~~such ~~Experience~~information atshall ~~Leeyo~~not ~~Software,~~be adeemed ~~financial~~incorporated ~~software~~by ~~and~~reference ~~services~~in ~~company,~~any ~~from~~filing ~~May~~under ~~2012 until~~the ~~August~~Securities ~~2013~~Act ~~and~~of ~~Director~~1933, WWas ~~Revenue~~amended, ~~and~~or ~~Operational~~the ~~Controller~~Exchange ~~of Genband~~Act, aexcept ~~communications~~as ~~software~~shall ~~solutions~~be ~~provider,~~expressly ~~from~~set ~~March~~forth ~~2010~~by ~~until~~specific ~~April~~reference ~~2012~~in such filing.

~~Certain~~SIGNATURES ~~Relationships and Related Party Transactions~~

~~There~~Pursuant ~~are~~to nothe ~~family~~requirements ~~relationships~~of ~~between~~the ~~John~~Securities ~~Goodman,~~Exchange ~~Jason~~Act ~~Goodman~~of 1934, ~~John~~the ~~Debus~~registrant orhas ~~Crystal~~duly ~~Lieu~~caused ~~and~~this ~~any~~report ~~existing~~to ~~director~~be orsigned ~~executive officer~~on ofits behalf by the ~~Company~~undersigned ~~except~~hereunto ~~that~~duly ~~John Goodman, Jason Goodman and Jonathan Goodman are brothers~~authorized.

The information under the headings “Certain Relationships and Related Party Transactions,” “Related Persons” and “Related Party Transactions” under Item 5.02 of the Current Report on Form 8-K filed on November 18, 2016 is incorporated by reference herein.

Indemnification Agreements

On November 21, 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.”

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

while, (i) a director or officer of the Company or (ii) at the request of the Company, a director, officer, employee, agent or fiduciary of another enterprise. Following a written request by an Indemnitee, the Company is required to advance (within 10 days of receipt of such written request) to such Indemnitee, prior to or after final disposition of any proceeding, any and all expenses relating to the Indemnitee’s investigation, defense, settlement or appeal of such proceeding.

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.

Each of the Indemnification Agreements will continue so long as such Indemnitee is subject to any proceeding by reason of serving as a director, officer, employee, agent or fiduciary of the Company, whether or not serving in such capacity at the time the liability or expense is incurred.

The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the full text of the Form of Indemnification Agreement filed as Exhibit 10.50 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on February 14, 2013, which is incorporated by reference herein.

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.

GOODMAN NETWORKS INCORPORATED

Date: January 11, 2017

/s/ John A. Goodman

John A. Goodman

Executive Chairman and Chief Executive Officer and President

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