Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 1, 2022, the board of directors (the "Board") of PureCycle
Technologies, Inc. (the "Company"), upon the recommendation of the Nominating
and Corporate Governance Committee, elected Daniel M. Coombs as a director of
the Company. Mr. Coombs was elected as a Class II director.
The Board determined that Mr. Coombs qualifies as an independent director under
the listing standards of the Nasdaq Stock Market. The Board anticipates naming
Mr. Coombs to serve on one or more committees of the Board, but at the time of
the filing of this Current Report on Form 8-K, the Board has not determined the
committee(s) to which Mr. Coombs will be named.
Mr. Coombs will receive compensation for service as a non-employee director of
the Company consistent with the compensation generally provided to the Company's
other non-employee directors, as determined by the Board from time to time.
Currently, non-employee directors generally receive, among other things: (i) an
annual grant of restricted stock units with a targeted fair market value of
$110,000; (ii) annual cash compensation of $75,000; (iii) additional amounts
between $7,500 and $15,000 for service as a non-chair committee member and (iv)
additional amounts between $15,000 and $30,000 for service as a committee chair.
As further described in the Company's Proxy Statement, filed with the Securities
and Exchange Commission on April 1, 2022 (the "Proxy Statement"), on pages 13
and 18, Sylebra Capital (as defined in the Proxy Statement) is currently
entitled to designate two directors for nomination to the Board pursuant to the
Board Representation Agreement (as defined in the Proxy Statement), and Mr.
Coombs is the second such designee.
Mr. Coombs has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibit
99.1 Press release, dated June 1, 2022, announcing the election of Mr. Coombs
to the Board.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL
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