Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2022, the Board of Directors of BK Technologies Corporation (the
"Company") appointed Scott Malmanger, age 66, as the Chief Financial Officer of
the Company. Mr. Malmanger's appointment is effective November 7, 2022. Mr.
Malmanger has served as a consultant to the Company since May 31, 2022, and as
the Company's interim Chief Financial Officer and Secretary since June 30, 2022.
Mr. Malmanger will continue to be the Company's principal financial officer and
principal accounting officer.
In connection with Mr. Malmanger's appointment, the Company and Mr. Malmanger
entered into an employment agreement (the "Employment Agreement") to be
effective as of November 7, 2022. Pursuant to the Employment Agreement, Mr.
Malmanger will have the duties and responsibilities as are commensurate with the
position of Chief Financial Officer, as reasonably and lawfully directed by the
Board and the Chief Executive Officer, to whom he will report.
Pursuant to the Employment Agreement, Mr. Malmanger's annual base salary will be
$235,000. Mr. Malmanger is entitled to annual incentive bonus compensation of up
to 30% of Mr. Malmanger's base salary and equity compensation based on Mr.
Malmanger's performance, as determined by the Compensation Committee of the
Board. The Employment Agreement is an at-will agreement. The Company has the
right to terminate Mr. Malmanger's employment at any time for any reason, with
or without cause. Additionally, Mr. Malmanger has the right to resign at any
time for any reason. In the event the Company terminates Mr. Malmanger's
employment without Cause (as defined in the Employment Agreement), the Company
agreed to pay Mr. Malmanger an amount equal to 6 months of Mr. Malmanger's base
salary in effect at the time of the termination, which may be paid over a
12-month period in accordance with the Company's normal payroll practices and
subject to applicable law, at the Company's discretion. If Mr. Malmanger is
terminated for Cause, he will not be entitled to any severance. Under the
Employment Agreement, "Cause" shall exist if Mr. Malmanger (i) acts dishonestly
or incompetently or engages in willful misconduct in performance of his
executive duties, (ii) breaches his fiduciary duties owed to the Company, (iii)
intentionally fails to perform duties assigned to him, (iv) is convicted or
enters a plea of guilty or nolo contendere with respect to any felony crime
involving dishonesty or moral turpitude, and/or (v) breaches his obligations
under the Employment Agreement.
In addition, pursuant to the Employment Agreement, upon the occurrence of a
Change in Control, as defined under the Company's 2017 Incentive Compensation
Plan ("2017 Plan"), (i) Mr. Malmanger will be entitled to receive a lump sum
payment equal to 6 months of his most recent annual salary, payable within 30
days following the effective date of such Change in Control, and (ii)
notwithstanding the terms of the Company equity plan or plans under which Mr.
Malmanger's equity awards are granted or any applicable award agreements, upon
the occurrence of a Change in Control, all of Mr. Malmanger's then outstanding
unvested time-based equity awards will become fully vested and any restrictions
thereon will lapse and, in the case of stock options and stock appreciation
rights, will remain exercisable for the remainder of their full term, and all of
Mr. Malmanger's outstanding unvested equity awards with performance-based
vesting will be deemed achieved at target levels with respect to performance
goals or other vesting criteria.
The preceding description of the Employment Agreement is a summary of its
material terms, does not purport to be complete, and is qualified in its
entirety by reference to the Employment Agreement, a copy of which is being
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The information regarding Mr. Malmanger required by Items 401(b), (d), (e) and
Item 404(a) of Regulation S-K were disclosed in a Current Report on Form 8-K
filed with the Commission on July 7, 2022, and is incorporated herein by this
reference.
Item 7.01 Regulation FD Disclosure
On November 2, 2022, the Company issued a press release announcing the
appointment of Mr. Malmanger. A copy of the press release is furnished herewith
as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement dated effective November 7, 2022, between BK
Technologies Corporation, BK Technologies, Inc. and Mr. Malmanger
99.1 Press Release of the Company dated November 2, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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