Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 15, 2022, the Board of Directors of Telkonet, Inc. (the "Company"),
appointed Edward L. Helvey to the Board of Directors of the Company effective
August 1, 2022. Mr. Helvey will stand for re-election at the 2023 annual meeting
of stockholders. Mr. Helvey was nominated as a candidate for the Company's Board
of Directors by the Nominating Committee after being recommended for nomination
by VDA Group S.p.A ("VDA"), the Company's majority shareholder. VDA recommended
Mr. Helvey in connection with a loan agreement between VDA, VDA Holding S.A. and
Nomadix Holdings, LLC ("Nomadix"), of which Mr. Helvey is Manager. Under the
terms of the loan agreement, VDA agreed to use its best efforts to support the
candidacy of a representative of Nomadix for a seat on the Company's Board of
Directors. Nomadix selected Mr. Helvey as its representative.
Edward L. Helvey is a principal in Gate Worldwide Holdings and serves as
chairman for its portfolio of companies including Nomadix, interTouch and
GlobalReach Technology. Prior to Gate Worldwide Holdings, Mr. Helvey served as
the CEO of iBAHN, a global provider of hospitality technology services to some
of the hotel industry's leading global brands, including Hilton, Hyatt and
Marriott.
As a non-employee director, Mr. Helvey will receive an annual board retainer of
$20,000 payable in cash. There are no family relationships between Mr. Helvey
and any other director or executive officer of the Company.
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