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):  February 28, 2019

PC CONNECTION, INC.
(Exact Name of Registrant as Specified in Charter)

Rt. 101A, 730 Milford Road, Merrimack, NH 03054
(Address of principal executive offices) (Zip Code)

(603) 683-2000
(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 (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))

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.

On February 28, 2019, PC Connection, Inc. a Delaware corporation (the “Company”) appointed Thomas C. Baker as Senior Vice President, Treasurer, and Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, effective March 1, 2019.  Mr. Baker, age 53, replaces Stephen P. Sarno in these roles.  

Mr. Baker served as Corporate Vice President and Chief Financial Officer for the New Markets and Service Group at Applied Materials, Inc. since 2013. He previously served as Vice President of finance for Varian Semiconductor Equipment Associates from 2006 to 2013, and successfully led the finance integration following the acquisition of Varian Semiconductor of Applied Materials in 2011.

Mr. Baker’s annual base salary will be $375,000, and he will be eligible to participate in the Company’s Executive Bonus Plan at a basic rate of 100% of base salary, subject to performance-based acceleration tables. Additionally, Mr. Baker will be granted 20,000 restricted stock units entitling him to receive an equal number of shares of the Company’s common stock, such restricted stock units to vest at a rate of 25% per year, beginning with the first anniversary of the date of his employment.

Pursuant to the terms of his employment agreement, in the event Mr. Baker’s employment is terminated for any reason other than death, disability, or cause, he is entitled to receive severance payments in an amount equal to his base salary at the rate in effect on the date of termination (the “Termination Date”) for a period of (i) six months or (ii) until such time as he secures other employment, whichever is shorter.

Mr. Sarno resigned effective February 28, 2019 to pursue other opportunities.  His departure from the Company will be treated as entitling him to the payments and benefits contemplated by his employment agreement for separations other than for death, disability, or cause.

Item 9.01      Financial Statements and Exhibits.

           (d)       Exhibits.

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.

Date: February 28, 2019

Exhibit 99.1

Thomas C. Baker Joins Connection (CNXN) as CFO

MERRIMACK, N.H.--(BUSINESS WIRE)--February 28, 2019--Connection (PC Connection, Inc.; NASDAQ: CNXN), an industry-leading technology solutions provider of a full range of information technology (IT) solutions to business, government, and education markets, announced today that Thomas C. Baker has joined the Company as Senior Vice President, Chief Financial Officer, and Treasurer reporting to Timothy McGrath, President and Chief Executive Officer.

Mr. Baker’s appointment is effective on March 1, 2019. Prior to joining Connection, Mr. Baker served as Corporate Vice President and Chief Financial Officer for the New Markets and Service Group at Applied Materials, Inc. since 2013. He previously served as Vice President of finance for Varian Semiconductor Equipment Associates from 2006 to 2013, and successfully led the finance integration following the acquisition of Varian Semiconductor of Applied Materials in 2011. Mr. Baker launched his career as a public accountant with Price Waterhouse after receiving a Bachelor of Science degree in accounting from Babson College.

“We are pleased to welcome Tom to the Connection team,” said Mr. McGrath. “Tom’s years of large public company experience, including building cohesive financial teams, M&A knowledge, and product portfolio management will be a significant benefit to Connection.”

About Connection

PC Connection, Inc. and its subsidiaries, dba Connection^®, (www.connection.com; NASDAQ: CNXN) is a Fortune 1000 company headquartered in Merrimack, NH. With offices throughout the United States, Connection delivers custom-configured computer systems overnight from its ISO 9001:2015 certified technical configuration lab at its distribution center in Wilmington, OH. In addition, the Company has over 2,500 technical certifications to ensure it can solve the most complex issues of its customers. Connection also services international customers through its GlobalServe subsidiary, a global IT procurement and service management company. Investors and media can find more information about Connection at http://ir.connection.com.

Connection – Business Solutions (800.800.5555), operating through our PC Connection Sales Corp. subsidiary, is a rapid-response provider of IT products and services serving primarily the small- and medium-sized business sector. It offers more than 425,000 brand-name products through its staff of technically trained sales account managers, publications, and its website at www.connection.com.

Connection – Enterprise Solutions (561.237.3300), www.connection.com/enterprise, operating through our MoreDirect, Inc. subsidiary, provides corporate technology buyers with best-in-class IT solutions, in-depth IT supply-chain expertise, and access to over 425,000 products and 1,600 vendors through TRAXX™, a proprietary cloud-based eProcurement system. The team’s engineers, software licensing specialists, and project managers help reduce the cost and complexity of buying hardware, software, and services throughout the entire IT lifecycle.

Connection – Public Sector Solutions (800.800.0019), operating through our GovConnection, Inc. subsidiary, is a rapid-response provider of IT products and services to federal, state, and local government agencies and educational institutions through specialized account managers, publications, and online at www.connection.com/publicsector.

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CONTACT:
Corporate Communications Contact:
Lynn MacKenzie, 603.683.2278
lynn.mackenzie@connection.com

Investor Relations Contact:
Colin McGuinness, 603.683.2339
Director of Finance
colin.mcguinness@connection.com