Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On April 3, 2023, the Board of Directors (the "Board") of OmniLit Acquisition
Corp. (the "Company") accepted the resignations of Kent Weldon, Mark Norman, and
Jim Jenkins effective immediately. Their resignations were for personal reasons
and not due to a disagreement with the Company on any matter relating to the
Company's operations, policies, or practices. Mr. Jenkins served as a member of
the audit committee, Mr. Norman served as a member of the compensation committee
and chair of the audit committee, and Mr. Weldon served as a member of both the
audit committee and the compensation committee.
On December 21, 2022, OLIT held a special stockholder meeting where the
stockholders approved an amendment to OLIT's Amended and Restated Certificate of
Incorporation extending the date by which OLIT has to consummate a business
transaction from February 12, 2023 to November 12, 2023.
On April 3, 2023, the Company appointed, Mr. Wally Bishop, Mr. Brent Rosenthal,
and Mr. Albert Manzone to the Board to fill vacancies created by the
resignations of Mr. Weldon, Mr. Norman, and Mr. Jenkins, in accordance with the
Company's charter and by-laws. Mr. Bishop, Mr. Rosenthal, and Mr. Manzone have
been appointed as independent directors to the audit committee, with Mr. Bishop
serving as chair. Mr. Rosenthal and Mr. Manzone have been appointed to the
compensation committee, with Mr. Manzone serving as chair. Consistent with
previous board appointments, new appointments are in accordance with the
Company's prospectus. Each newly-appointed director will not receive cash
compensation for their service on the Board. There are no arrangements or
understandings pursuant to which Mr. Bishop, Mr. Rosenthal, or Mr. Manzone were
selected as directors. Each newly appointed director has no direct or indirect
material interest in any transactions required to be disclosed under Item 404(a)
of Regulation S-K.
Mr. Bishop brings decades of expertise on regulatory compliance, independent
financial audits, and corporate governance. He began his career as an audit
manager at KPMG in 1985. He held the positions of Chief Administrative Officer
for Barclay's Bank (NYSE: BSC) from 1995-1997. He joined Deutsche Bank (NYSE:
DB) in 1997 retiring as Chief Operating Officer of Deutsche Bank's US Bank after
over two decades in 2019. Mr. Bishop served as a senior advisor to the SPAC
Thunder Bridge Capital Acquisition II, which merged with indie Semiconductor in
2021 (NASDAQ: INDI). As Chair of the Audit Committee, Mr. Bishop will provide
the independent oversight of independent auditors. Mr. Bishop received his BBA
from Baruch College and an MBA from St. John's University.
Mr. Rosenthal brings decades of expertise in M&A and financings in public and
private markets for equity and debt in the communications end-markets. Mr.
Rosenthal started his career as an auditor at Deloitte in 1993. As a partner in
affiliates of W.R. Huff Asset Management from 2002-2016, he served as an adviser
and observer of the board of directors of Virgin Media (NASDAQ: VMED) and as a
consultant to the company, providing operations improvement services, financial
analysis, and recommendations. From 2007 through 2010, he served as an advisor
to the executive management of Time Warner Cable (NASDAQ: TWC). In addition, Mr.
Rosenthal worked on financing the bank debt and sub-debt for Nielsen (NYSE:
NLSN) in a public-to-private market transaction and supported the venture
capital investment behind American Idol (NASDAQ: CKXE) and certain IP rights.
Mr. Rosenthal served on the Board of Directors of Rentrak (NASDAQ: RENT) from
2008 to 2016 including as non-executive Chairman of the board from 2011 through
2016. Most recently, Mr. Rosenthal has been focused on small and micro-cap
equities especially in communications end-markets that is seeing increasing use
of optics and photonics, OLIT's focus. Mr. Rosenthal earned his B.S. from Lehigh
University and an MBA at Cornell University.
Mr. Manzone brings decades of expertise in strategic vision, operational
excellence, M&A, talent development, and compensation planning. Mr. Manzone was
at McKinsey and Company from 1993-1997, followed by PepsiCo (NASDAQ:PEP) for
over a decade, working on many critical initiatives in the global operations
including the acquisition and post-close operations integration of Tropicana,
Quaker, and Tropicana. Mr. Manzone has held numerous executive leadership roles
including President, Europe at Oettinger Davidoff AG; President Consumer Health,
Southeast Europe, at Novartis (NYSE: NVS); President, Europe at Wm. Wrigley Jr.
Company; and CEO of Whole Earth Brands (NASDAQ: FREE) leading a successful
turnaround and doubling in size. Mr. Manzone serves as Director and Member of
the Talent & Compensation Committee on the Perrigo (NYSE: PRGO) Board; Member of
the Board of Trustees of Northwestern University; President of the Board of the
Northwestern Alumni Association; and Director of the Price Albert II of Monaco
Foundation for the Environment. He holds a Master of Business Administration
from the Kellogg Graduate School of Management at Northwestern University, and a
graduate degree in international business from the Sorbonne University.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated April 10, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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