Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on November 4, 2021, Selim Antoine Bassoul resigned from
the Board of Directors (the "Board") of 1847 Goedeker Inc. (the "Company"). On
January 14, 2022, the Board, upon recommendation of the Nominating and Corporate
Governance Committee, appointed James M. Schneider to the Board to fill the
vacancy created by Mr. Bassoul's resignation. The Board has determined that Mr.
Schneider qualifies as "independent" in accordance with the rules and
regulations of NYSE American. Mr. Schneider was also appointed to the Audit
Committee.
With the exception of the Cooperation Agreement, dated October 15, 2021, among
the Company, David L. Kanen, Philotimo Fund, LP, Philotimo Focused Growth and
Income Fund and Kanen Wealth Management LLC, there are no arrangements or
understandings between Mr. Schneider and any other persons pursuant to which he
was selected as a director. In addition, there has been no transaction, nor is
there any currently proposed transaction, between Mr. Schneider and the Company
that would require disclosure under Item 404(a) of Regulation S-K.
On January 14, 2022, the Company entered into an independent director agreement
with Mr. Schneider (the "Director Agreement") setting forth the terms of his
compensation. Pursuant to the Director Agreement, Mr. Schneider is entitled a
fee of $40,000 per year, which is payable monthly. In addition, upon appointment
to the Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee, he will receive additional annual fees of $6,000, $4,500
and $3,000, respectively, or he will receive additional annual fees of $10,000,
$7,500 and $5,000, respectively, upon appointment as the Chair of such
Committees. The Company also agreed to reimburse Mr. Schneider for pre-approved
reasonable business expenses incurred in good faith in connection with the
performance of his duties for the Company.
The Company also entered into an indemnification agreement with Mr. Schneider
(the "Indemnification Agreement"), pursuant to which the Company agreed to
indemnify Mr. Schneider to the fullest extent permitted by law and the Company's
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") and Bylaws, as amended (the "Bylaws"), against any and all
expenses, judgments, fines, penalties and amounts paid in settlement of any
claim. The Indemnification Agreement provides for the advancement or payment of
all expenses to Mr. Schneider and for reimbursement to the Company if it is
found that Mr. Schneider is not entitled to such indemnification under
applicable law and the Certificate of Incorporation and Bylaws.
The foregoing description of the Director Agreement and the Indemnification
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the agreements filed as Exhibits 10.1 and 10.2 to
this report, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 Independent Director Agreement, dated January 14, 2022, between 1847
Goedeker Inc. and James M. Schneider
10.2 Indemnification Agreement, dated January 14, 2022, between 1847
Goedeker Inc. and James M. Schneider
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