Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As more fully described in the definitive proxy statement (the "Proxy
Statement") of PureCycle Technologies, Inc. (the "Company") relating to its 2023
annual meeting of stockholders (the "Annual Meeting") as filed with the
Securities and Exchange Commission on March 31, 2023, the board of directors
(the "Board") of the Company proposed amendments to the Company's amended and
restated certificate of incorporation that would declassify the Board so that
each director would stand for election annually starting at the Annual Meeting
(the "proposed amendments"). The proposed amendments are subject to and
contingent on stockholder approval at the Annual Meeting.
On March 29, 2023, in order to effect the declassification of the Board if the
proposed amendments are approved by the stockholders at the Annual Meeting, the
Company's Class I and Class III directors - consisting of Steven Bouck, Tanya
Burnell, Fernando Musa, Dustin Olson and Dr. John Scott - tendered their
resignations as members of the Board contingent and effective upon stockholder
approval of the proposed amendments at the Annual Meeting. The resignations are
solely for purposes of effecting the declassification of the Board if the
charter amendment is approved. These directors have agreed to stand for
re-election at the Annual Meeting if the Board is declassified. Therefore, if
elected to serve on the declassified Board of directors at the Annual Meeting,
all of these directors will continue on the Board following the Annual Meeting,
until the next annual meeting or their earlier resignation or removal. The
conditional resignations of the Class I and Class III directors were not due to
any disagreement with the Company, the Board or the management of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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