Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
By the written consent of the holders of more than a majority of the shares of
YayYo, Inc. (the "Company") then entitled to vote at an election of directors,
Messrs. Jeffrey J. Guzy, Christopher Miglino and Paul Richter were removed as
directors of the Company, effective January 22, 2020. On January 24, 2020, the
remaining directors of the Company elected Douglas M. Mox, John P. O'Neill and
Stephen M. Sanchez as directors to fill such vacancies, each to hold office
until the earlier of the expiration of the term of office of the director whom
he has replaced, a successor is duly elected and qualified or the earlier of
such director's death, resignation, disqualification or removal. Stephen M.
Sanchez was elected as the Chairman of the Board of Directors (the "Board").
Mr. Sanchez, 54, has over 30 years of experience in the logistics industry,
particularly in the design, implementation and operation of last-mile delivery
services. Since January 2018, Mr. Sanchez has served as Senior Vice President of
Operations and Business Development for Boxbot, Inc., a robotics company
focusing on the development and sale of autonomous last-mile delivery vehicles.
From November 2015 until January 2018, Mr. Sanchez was Senior Manager of Final
Mile Process Engineering for Amazon, Inc. From September 2014 until November
2015, Mr. Sanchez served as Vice President/Director of Supply Chain - Hub and
Network Planning, for LaserShip Inc., a regional provider of same-day and
next-day delivery services. Mr. Sanchez, who is a Veteran of the U.S. Navy, also
has held positions of increasing responsibility with affiliates of DHL
International GmbH, as well as with National Express Corporation and United
Parcel Service. The Company believes that Mr. Sanchez is qualified to serve as a
director of the Company as a result of his extensive leadership experience in
logistics and business development.
Mr. Mox, 53, has extensive experience in financial management and strategic
planning, as well as logistics, engineering and operations. Since January 2013,
Mr. Mox has been the Chief Operating Officer of Grace Thomas Investment, a
private equity firm. Prior thereto, Mr. Mox, who has a B.S. degree in aviation
management/logistics, worked as a senior manager at DHL Worldwide Express, an
affiliate of DHL International GmbH, and as an industrial engineering manager
for United Parcel Service. The Company believes that Mr. Mox is is qualified to
serve as a director of the Company as a result of his financial expertise and
his extensive experience in the private equity and logistics industries.
Mr. O'Neill, 62, is a 45-year veteran of the logistics industry and has worked
both in the U.S. and internationally over the course of his career. Since 1990,
Mr. O'Neill has been employed by affiliates of DHL International GmbH in
positions of increasing responsibility in the U.S. and throughout Asia. Since
March 2013, Mr. O'Neill has been the Deputy Managing Director of DHL-Sinotrans
International Air Courier, in Beijing. The Company believes that Mr. O'Neill is
qualified to serve as a director of the Company as a result of his extensive
leadership experience in the logistics industry.
No arrangement or understanding exists between any of Messrs. Sanchez, Mox or
O'Neill and any other persons pursuant to which any of them was elected as a
director of the Company. Neither Mr. Sanchez, Mr. Mox nor Mr. O'Neill has
engaged in any transaction, since January 1, 2019, or any currently proposed
transaction, in which the Company was or is to be a participant and the amount
involved exceeds $120,000, and in which any related person had or will have a
direct or indirect material interest.
The Board has determined that each of the directors of the Company, other than
Mr. Pickard, who remains the Company's Chief Financial Officer, are "independent
directors" within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market's
Marketplace Rules (including the additional criteria for membership on the Audit
Committee) and are "independent" directors within the definition set forth in
Rule 10A-3(b) under the Securities Exchange Act of 1934, as amended. The Board
also has determined that each of Messrs. Mox and O'Neill met the criteria for
membership on the Audit Committee set forth in Rule 5605(c)(2)(A) of the Nasdaq
Stock Market's Marketplace Rules as being "financially literate" in that they
possessed the requisite knowledge and experience to be able to read and
understand fundamental financial statements, including the Company's balance
sheet, income statement, and cash flow statement. In addition, the Board has
determined that Mr. Mox possesses the requisite "financial sophistication"
required by Nasdaq Marketplace Rule 5605(c)(2)(A)(iv) and qualifies as an "audit
committee financial expert" as defined in Item 407(d)(5)(ii) and (iii) of
Regulation S-K adopted pursuant to the Securities Act of 1933, as amended.
The Board has appointed the following directors to serve on the Audit Committee
and the Compensation Committee of the Board:
Audit Committee Compensation Committee
Mr. Mox, Chairman Mr. Sanchez, Chairman
Mr. O'Neill Mr. SidhuIn addition to the above, on January 26, 2020, Jonathan Rosen resigned from his
position as the Company's Chief Executive Officer. Mr. Rosen informed the Board
that his resignation was for "Good Reason," as that term is defined in Mr.
Rosen's employment agreement with the Company dated January 10, 2020. The
Company disagrees with Mr. Rosen's characterization of the circumstances
surrounding his resignation and does not believe that "Good Reason" exists for
Mr. Rosen's resignation.
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