Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2013, the Board of Directors of LoJack Corporation (the
"Company") expanded the size of the Board from eight to nine members and
appointed David J. Shea to the Board of Directors, effective immediately. Mr.
Shea, who qualifies as independent under the applicable rules of the Securities
and Exchange Commission ("SEC") and NASDAQ, will serve as a member of the Audit
Committee.
Mr. Shea served as the Chairman and Chief Executive Officer of Bowne & Company
until its sale to RR Donnelley in 2010. Mr. Shea joined Bowne & Company in 1998
as Executive Vice President of Business Development and Strategic Technology.
From August 2004 until January 2007, Mr. Shea served as Bowne & Company's
President and Chief Operating Officer before he was promoted to lead Bowne &
Company as Chairman and Chief Executive Officer. Mr. Shea currently serves on
the Board of Directors for Document Technologies, Inc., a private corporation.
Mr. Shea will be compensated as a Director in accordance with the Company's
Board Compensation arrangements as described under the heading "Compensation of
Directors" in the Company's definitive proxy statement filed with the SEC on
April 5, 2012, and incorporated herein by reference. In connection with his
appointment to the Board, Mr. Shea will receive a pro rata portion of the annual
cash and equity grant pursuant to the Company's Board Compensation arrangements,
which pro-rata amounts consist of $7,556 in cash and a grant of 4,932 shares of
restricted stock.
There are no family relationships between Mr. Shea and any of the Company's
directors or executive officers. There is no arrangement or understanding
between Mr. Shea and any other person pursuant to which he was selected as a
director, nor is the Company aware, after inquiry of Mr. Shea, of any
related-person transaction or series of transactions required to be disclosed
under SEC rules.
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