Section 1.01 Entering into a Material Definitive Agreement.
Third edited and updated
The SPE Amendment, among other things, (i) changes the interest rate provisions to change the calculations from the London Interbank Offered Rate (LIBOR) plus an applicable margin to the Overnight Secured Funding Rate ( SOFR) plus an applicable margin and (ii) extends the maturity date of
The foregoing does not purport to be a complete description of the terms of the EPS Amendment and this description is qualified in its entirety by reference to the EPS Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein. by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet arrangement of a registrant.
The information included in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of directors or certain managers; Election of directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CFO and CLO Amended and updated employment contracts
The term of employment under the employment contracts is one year and will automatically renew for successive one-year periods unless either party provides at least 45 days written notice of its intention not to renew the current term. In accordance with the employment contracts, MM. Burnett and Aronovitch are entitled to receive annual base salaries of
Additionally, Messrs. Burnett and Aronovitch are eligible to receive stock-based compensation awards, as determined by the Board (or a subcommittee thereof) from time to time. MM. Burnett and Aronovitch are also eligible to participate in the health and benefit plans and programs we maintain for the benefit of our employees, as well as the paid vacation programs we maintain for the benefit of our executives generally.
Under the employment contracts, in the event of termination of the employment of Messrs. Burnett or Aronovitch by the company without “cause”, by the officer for a “good reason” (each, as defined in the employment contracts) or due to non-renewal of the mandate by the Company (each a “eligible termination”), the executive is eligible to receive the following severance and benefits:
(i) (A) an amount equal to the executive's then-current annual base salary, payable in substantially equal installments in accordance with the Company's normal payroll practices over 12 months following the date of termination; or (B) if such Qualifying Termination occurs within the period commencing three months prior to and ending one year following the date on which a Change in Control (as defined in the 2021 Plan) is consummated (a "CIC Termination"), an amount
equal to the sum of the executive's then current base salary and target bonus, generally payable in installments over 12 months following the date of termination or, if the CIC Termination occurs on or within one year following the Change in Control, in a single lump sum within 30 days following the date of termination; (ii) if such Qualifying Termination is a CIC Termination, an amount equal to the pro-rata portion of the executive's annual bonus that would have otherwise been earned by the executive for the year in which the termination occurs (determined in accordance with the executive's Employment Agreement and pro-rated based on the number of days the executive was employed by the Company during such year), payable no later than
March 15of the year following the year in which the termination occurs; (iii) Company-paid healthcare coverage and life insurance for up to 12 months following the date of termination; and (iv) if such Qualifying Termination is a CIC Termination, any then-outstanding unvested Company equity compensation award that vests solely based on time shall become fully vested on an accelerated basis as of the date of termination (or upon the Change in Control, if later), and any equity compensation awards that are subject to performance conditions shall be treated in accordance with the terms and conditions set forth in the applicable award agreement.
The executive’s eligibility to receive such severance and benefits upon qualifying termination, as described above, is subject to the timely performance and non-revocation of a general release of claims in favor of the Company and continued compliance with covenants.
In addition, employment contracts contain customary confidentiality and assignment of invention provisions, as well as (i) standard non-competition and non-solicitation of service provider/customer restrictions in effect during the employment and for 18 months thereafter and (ii) non-disparagement provisions, effective during employment and for 24 months thereafter. In addition, employment contracts include a “best pay” provision under Section 280G of the Code, under which any “parachute payment” that becomes payable to
The foregoing description of the employment agreements is qualified in its entirety by reference to the full text of those agreements, which are included in Exhibits 10.2 and 10.3 to this current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submitting Matters to a Vote of Securityholders.
Item 1 – Election of three Class I directors for a term expiring on the date of the annual meeting of shareholders in 2025 and until their respective successors have been duly elected and qualified.
Votes NOMINEE Votes FOR WITHHELD Broker Non-Votes Brian Bair 334,617,237 2,312,832 26,895,516 Roberto Sella 334,610,379 2,319,690 26,895,516 Kenneth DeGiorgio 333,585,696 3,344,373 26,895,516
Item 2 – Ratification of the appointment of
Votes FOR Votes AGAINST Votes ABSTENTED Broker No vote 363 789 285 21 630
14,670 0 Item 3 - Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers. Votes for 1 Year Votes for 2 Years Votes for 3 Years Votes ABSTAINED Broker Non-Votes 301,918,966 2,699,747 32,265,038 46,318 26,895,516
Based on the foregoing votes, the three Class I director nominees were elected, the appointment of Deloitte as the Company’s registered independent public accounting firm for the year ending
Item 9.01. Financial statements and supporting documents.
d) The following documents are filed as part of this report:
Exhibit Description 10.1* Third Amended and Restated
Master Loanand Security Agreement, dated as of June 7, 2022, by and among Citibank, N.A., OP SPE Borrower Parent, LLC, OP SPE PHX1, LLC, OP SPE TPA1, LLCand Wells Fargo Bank, N.A.10.2 Amended and Restated Employment Agreement, dated June 6, 2022, by and between Michael Burnettand Offerpad Solutions Inc.10.3 Amended and Restated Employment Agreement, dated June 6, 2022, by and between Benjamin Aronovitchand Offerpad Solutions Inc.104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Certain exhibits and annexes have been omitted in accordance with
Article 601(a)(5) of the regulations SK. A copy of any schedule or parts omitted
will be provided to
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