Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 6, 2022, the Board of Directors (the "Board") of
American Virtual Cloud Technologies, Inc. (the "Company") increased the size of
the Board to eleven members, and appointed Michael Tessler to fill the
newly-created vacancy on the Board. The Board also elected Mr. Tessler as
non-executive Chairman of the Board, replacing Lawrence E. Mock, Jr. in that
role.
Mr. Tessler, age 60, was a co-founder of Broadsoft, Inc. ("BroadSoft"), and
served as a director of BroadSoft from its inception, and as its President and
Chief Executive Officer from December 1998, until its sale to Cisco Systems,
Inc. ("Cisco") in February 2018. Following the sale of BroadSoft, Mr. Tessler
served as General Manager of Cisco's Cloud Calling Business Unit until March
2020, and since April 2020, Mr. Tessler has served as a Managing Partner at True
North Advisory, a strategic advisory firm. Prior to co-founding BroadSoft,
Mr. Tessler was Vice President of Engineering of Celcore, Inc. ("Celcore"), a
wireless equipment company, and the Celcore organization of DSC Communications
Corporation, which acquired Celcore in 1997 and which was then acquired by
Alcatel USA, Inc. Before joining Celcore, Mr. Tessler held a number of senior
management positions at Nortel Networks Corporation and founded and led a
services development business unit that helped local exchange carriers build and
deploy advanced services on their digital networks. Mr. Tessler currently serves
as a non-executive director at BAI Communications, a global communications
infrastructure provider, and on the Internet2 Technology Evaluation Center
advisory board at Texas A&M University.
In connection with Mr. Tessler's appointment as Chairman of the Board, Mr.
Tessler received a grant, under the Company's 2020 Equity Incentive Plan, of one
million restricted stock units, with vesting to occur in equal quarterly
installments over a three-year period commencing on February 1, 2022, subject to
Mr. Tessler's continuous service with the Company (subject to vesting in full if
Mr. Tessler should be removed from the Board as a result of a change-in-control
of the Company).
Item 8.01 Other Events.
On January 7, 2022, the Company issued a press release regarding the appointment
of Mr. Tessler. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference. Such exhibit
and the information set forth therein shall not be deemed to be filed for
purposes of Section 18 of the Exchange Act or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99.1 Press Release dated January 7, 2022.
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AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. 
