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
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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