Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director and Appointment of New Director
On January 26, 2023 Andrew Malloy informed the Company of his resignation as a
director with immediate effect. Mr. Malloy's resignation was not due to any
disagreement with the Company regarding its operations, policies or procedures.
On January 31, the Company's board of directors accepted the resignation of Mr.
Malloy and appointed Keller Reid as a director to fill the vacancy. Mr. Reid has
been Director of Trading and Technology for Akerman Capital Management, a family
office based in Dallas Texas for over eight years. Ray Balestri, a current
director, will succeed Mr. Malloy as chairman of the audit committee.
In connection with his appointment, the Board has affirmatively determined that
Mr. Reid shall be deemed an independent director pursuant to Nasdaq's governance
listing standards.
Mr. Reid's compensation for service as non-employee director will be consistent
with that of the Company's other non-employee directors, subject to proration to
reflect the commencement date of his service on the Board.
There are no arrangements or understandings between Mr. Reid and any other
person pursuant to which Mr. Reid was named as a director of the Company. Mr.
Reid has no direct or indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a) of Regulation S-K or Item
5.02(d) of Form 8-K.
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