STRI STR Holdings Inc (CE)

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 25, 2015

STR Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (860) 272-4235

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On November 25,  2015, Mr. Joseph C. Radziewicz, the Vice President, Chief Financial Officer and Chief Accounting Officer of STR Holdings, Inc. (the “Company”), informed the Company he would be resigning from his position effective December 31, 2015 to pursue another opportunity.

On December 2, 2015, the Company announced that Thomas D. Vitro has agreed to join the Company as its Vice President, Chief Finance Officer and Chief Accounting Officer to replace Mr. Radziewicz.  He will serve as the Company’s Principal Financial Officer and Principal Accounting Officer. Mr. Vitro will commence employment on December 7, 2015 to allow for a transition period within which Messrs. Vitro and Radziewicz will work together. It is expected that Mr. Vitro will officially assume the duties of his positions on January 1, 2016.

Mr. Vitro served in various positions with the Company between 1982 and 2013, most recently as Vice President, Finance of the Company from 2009 to 2013. Prior to that, he was the Corporate Controller of the Company from 1988 to 2009. Mr. Vitro has a Bachelor of Science in Accountancy from Bentley University and is a Certified Management Accountant.

In connection with Mr. Vitro’s appointment, Mr. Vitro and the Company entered into an employment offer letter (the “Offer Letter”). The Offer Letter provides for an initial base salary for Mr. Vitro of $215,000. Under the terms of the Offer Letter, Mr. Vitro is eligible to receive an annual performance bonus pursuant to the Company’s management incentive plan, with a target bonus amount of at least 45% of his annual base salary, and he is generally entitled to participate in benefit plans and programs, if any, on the same terms as other similarly situated employees.

Under the Offer Letter, Mr. Vitro is entitled to receive certain benefits upon termination of employment. If Mr. Vitro is terminated without “Cause” or he terminates his employment for “Good Reason” (as such terms are defined in the Offer Letter) prior to July 1, 2016, Mr. Vitro will receive six months of base salary and benefits (minus the value of salary and benefits actually received between January 1, 2016 and June 30, 2016), plus a pro rata portion of any bonus earned under the Company’s management incentive plan. If Mr. Vitro is terminated without “Cause” or if he terminates his employment for “Good Reason” on or after July 1, 2016, Mr. Vitro will be entitled to standard Company severance of one week of salary per year of service.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the text of the Offer Letter, a copy of which is attached to this report as Exhibit 10.1, and is incorporated herein in its entirety by reference.

There are no arrangements or understandings between Mr. Vitro and any other person pursuant to which he was appointed as an officer of the Company. There have been no transactions nor are there any proposed transactions between the Company and Mr. Vitro that would require disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the press release dated December 2, 2015 announcing the appointment of Mr. Vitro is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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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.

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Exhibit Index

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Exhibit 10.1

December 1, 2015

Mr. Thomas D. Vitro, CMA

30 Raymond Circle

Westfield, MA 01085

Dear Mr. Vitro:

On behalf of STR Holdings, Inc., I am very pleased to present this offer of permanent, full-time employment to you, the terms of which follow.

Parties

This offer of employment is made by STR HOLDINGS, INC., a Delaware corporation (together with any successor thereto, the “Company”), to THOMAS D. VITRO (the “Executive”).

Position and Duties

The Executive shall serve as Vice President, Chief Financial Officer and Chief Accounting Officer, with responsibilities, duties and authority customary for such position.  The Executive shall report to the Chief Executive Officer and, in his absence, to the Audit Committee of the STR Board of Directors.  The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company and its subsidiaries.  The Executive agrees to observe and comply with the Company’s rules and policies as adopted by the Company from time to time.  The Executive shall perform his duties hereunder at the Company’s corporate headquarters in Enfield, Connecticut and shall travel as necessary or as reasonably requested by the Company.

Annual Base Salary

The Executive shall receive a base salary at a rate of $215,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to increase as determined by the Company in its sole discretion (the “Annual Base Salary”).  The Executive’s Annual Base Salary will be reviewed annually and may be increased considering the Executive’s performance and that of the Company.

Bonus Compensation

In addition to the Annual Base Salary, for each fiscal year, or portion thereof, during employment, the Executive shall be eligible to participate in the Company’s (i) management incentive plan (or any successor incentive plan adopted by the Board) with a target bonus amount of at least 45% of Executive’s Annual Base Salary (the “Target Bonus”). The Executive’s bonus will be based upon the performance of Executive and the Company measured against mutually agreed upon goals.  The Company shall take steps to ensure that the terms and operation of the management incentive plan (or any successor incentive

plan adopted by the Board) either comply with the requirements of Code Section 409A or that bonuses paid by said plan qualify for an exception to the requirements of Code Section 409A.

Benefits

The Executive shall be entitled to participate in employee benefit and retirement plans (e.g., the health plan, 401(k) and pension plan, if any), programs and arrangements of the Company now (or, to the extent determined by the Company, hereafter) in effect which are applicable to the senior management of the Company.

Vacation

The Executive shall be entitled to four weeks paid vacation each calendar year.  Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive.

Expenses

The Company shall promptly reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures.  Any expense reimbursement that would constitute deferred compensation subject to Code Section 409A, shall be subject to the following additional rules:  (i) no reimbursement of any such expenses shall affect Executive’s right to reimbursement of any such expenses in any other taxable year; (ii) reimbursement of the expenses shall be made promptly in a lump sum payment, but not later than the end of the calendar year following the calendar year in which the expenses were incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.

D&O Insurance

The Company shall obtain and maintain a directors’ and officers’ liability insurance policy covering Executive in a face amount of not less than $5,000,000 or such lesser amount as shall be reasonably acceptable to Executive.  The Executive shall be a Named Executive Officer of the Company.

Severance

The terms “cause” and “good reason”, shall carry the definitions found in the Company’s Executive Severance Agreements, currently in force at the time of this offer of employment and available in the Investor Relations section of the Company’s website.  A formal severance agreement, reflecting the following terms, will be more fully developed and executed with the Executive following acceptance of this offer of employment.

If the Executive is terminated for cause, or terminates his employment without good reason, then the Executive shall not be entitled to severance of any kind.

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If the Executive is terminated without cause or terminates his employment with good reason prior to July 1, 2016, then the Executive shall be entitled to a severance benefit equal to the value of six (6) months of salary and benefits, less the value of actual salary and benefits earned and paid between January 1, 2016 and June 30, 2016, as well as a pro rata portion of any bonus earned under the Company’s Management Incentive Plan.  Severance shall be paid in a lump sum within thirty (30) days of the date of termination.

Should the Executive be terminated without cause or terminate his employment with good reason on or after July 1, 2016, then the Executive shall be entitled to the standard Company severance of 1 week of salary per year of service as a full-time employee, wherein said service shall accrue only from the effective date of this new engagement of employment and any and all prior employment with the Company or any of its predecessors shall be explicitly excluded and fully discounted.

Any and all payments to the Executive under the Company’s severance policy shall be subject to the signing of a general release and an agreement not to compete.

Effective Date

The effective date of employment shall be mutually agreed upon by the Company and the Executive such that the Executive has an overlap with the outgoing Vice President and Chief Financial Officer sufficient to make a smooth transition, and in any case, shall be no later than January 4, 2016.

Tom, I’d be very pleased to have you back on the executive team at STR.  Should you wish to accept this offer of employment, please so indicate by signing below and returning this letter to me before noon on Wednesday, December 2, 2015, to Robert.yorgensen@strholdings.com. I would like to announce your acceptance of this position publicly on the same date.

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Exhibit 99.1

STR HOLDINGS, INC. ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER

Enfield, Conn. — December 2, 2015 — STR Holdings, Inc. (OTCQX: STRI) (the “Company”) today announced that Thomas D. Vitro, CMA, has been appointed Vice President, Chief Financial Officer and Chief Accounting Officer, replacing Joseph Radziewicz, who tendered his resignation effective December 31, 2015 to pursue another opportunity.

Mr. Vitro served in various positions with the Company between 1982 and 2013, most recently as Vice President, Finance of the Company from 2009 to 2013. Prior to that, he was the Corporate Controller of the Company from 1988 to 2009. Mr. Vitro has a Bachelor of Science in Accountancy from Bentley University and is a Certified Management Accountant.

Mr. Vitro’s official start date will be Monday, December 7, 2015, to allow for an overlap with Mr. Radziewicz such that the two executives can work together toward a smooth transition in this critical role.

STR’s Chairman, President and Chief Executive Officer, Robert S. Yorgensen commented, “Having worked closely with Tom Vitro for nearly 30 years at STR, I can’t imagine a more qualified person for this crucial senior executive role and am very much looking forward to working with him.  Tom has a deep knowledge of our financial systems, controls, policies, procedures, global finance team, audit and tax partners, and has working relationships with many of the members of our board of directors, including our audit committee chairman and our lead director, which should further facilitate a smooth transition.”

Mr. Yorgensen continued, “We would all be remiss not to recognize the many important contributions Joe Radziewicz has made during his tenure with the Company.  We’re very grateful to Joe for his hard work and the ample notice he provided the Company, allowing time to help Tom get acclimated prior to his departure.  Joe remains a friend of the firm and we wish him great success in his future endeavors.”

About STR Holdings, Inc.

STR Holdings, Inc. is a provider of encapsulants to the photovoltaic module industry. Further information about STR Holdings, Inc. can be obtained via the Company’s website at www.strsolar.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include words such as “anticipate,” “believe,” “expect,” “intend,” “may” and other words and terms of similar meaning, including in connection with any discussion of the timing or nature of future financial

performance or other events. Such forward-looking statements are subject to certain risks and uncertainties, including the factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements. Except as required by law, the Company disclaims any obligation to publicly update such statement.

Contact:

STR Holdings, Inc.

Joseph C. Radziewicz

Vice President and Chief Financial Officer

+1 (860) 265-1247

joseph.radziewicz@strholdings.com