Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Scott L. Kauffman as Interim Chief Executive Officer
On July 31, 2020, Scott L. Kauffman provided notice to the Board of Directors
("Board") of SITO Mobile, Ltd. ("Company") of his resignation as Interim Chief
Executive Officer, effective immediately, for personal reasons.
Appointment of Tom Candelaria as Chief Executive Officer and Director
On August 6, 2020, the Board appointed Tom Candelaria as the Company's Chief
Executive Officer and as a member of the Board to fill an existing vacancy, to
hold office for a term expiring at the next annual meeting of stockholders and
until his successor has been duly elected and qualified, unless sooner
displaced.
In 2009, Thomas M. Candelaria, 60, began with SITO Mobile, Inc. (then known as
Single Touch Systems, Inc.) as EVP of Corporate Development. Prior to joining
Single Touch Systems, he was a private investor in several commercial real
estate, angel-round, and start-up ventures. In 2005 he served as President of
StreamWorks Technologies, up until the sale of the company's patent portfolio to
Single Touch Systems, Inc. In 1997, Mr. Candelaria co-founded Digital On-Demand,
Inc. a private digital music distribution company that was later sold in 2000 to
Alliance Entertainment, Inc. and subsequently merged in 2005 with Source
Interlink (SORC). Prior to that, Mr. Candelaria was an Executive VP with Paine
Webber, and Prudential Bache securities. He obtained a B.A. in Business
Economics from the University of California, Santa Barbara.
There are no arrangements or understandings between Mr. Candelaria and any other
person pursuant to which he was appointed as an officer and as a director and
there are no family relationships between Mr. Candelaria and any director or
executive officer of the Company. Mr. Candelaria has not entered into or
proposed to enter into any transactions required to be reported under
Item 404(a) of Regulation S-K.
The Company expects to enter into an employment agreement with Mr. Candelaria
with respect to his service as Chief Executive Officer, the terms of which will
be disclosed on a Current Report on Form 8-K once finalized.
Resignation of Directors
On July 31, 2020, Jon Bond informed the Board of his resignation as a member of
the Board for personal reasons, with such resignation to be effective
immediately. On August 5, 2020, Steve Felsher informed the Board of his
resignation as a member of the Board for personal reasons, with such resignation
to be effective immediately. Neither Mr. Bond's resignation nor Mr. Felsher's
resignation related to any disagreement with the Company on any matter relating
to the Company's operations, policies or practices. The Company thanks Mr. Bond
and Mr. Felsher for their valuable contributions and excellent service.
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