Current Report Filing (8-k)
March 08 2017 - 05:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
March 6, 2017
COMMAND
SECURITY CORPORATION
(Exact
name of registrant as specified in its charter)
New
York
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001-33525
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14-1626307
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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512
Herndon Parkway, Suite A, Herndon, Virginia 20170
(Address
of principal executive offices, including zip code)
(703)
464-4735
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
March 6, 2017, the Board of Directors (the “Board”) of Command Security Corporation (the “Company,” “we”
or “us”) increased the number of directors of the Company to six and elected Jerry L. Johnson to the Board as a Class
I director to fill the newly created vacancy, with a term expiring at our annual shareholder meeting in 2017 or until his successor
is duly elected and qualified or his earlier resignation or removal. The Board determined that Mr. Johnson qualifies as an independent
director under the rules of the NYSE MKT and Mr. Johnson was appointed to serve as a member of each of the Audit Committee and
Compensation Committee of the Board.
There
are no arrangements or understandings between Mr. Johnson and any other person pursuant to which Mr. Johnson was selected as a
director of the Company. There are no transactions requiring disclosure under Item 404(a) of Regulation S-K in which Mr. Johnson
has an interest.
On
March 6, 2017, the Company granted Mr. Johnson stock options to purchase an aggregate of 50,000 shares of the Company’s
common stock at an exercise price of $2.66 per share, which vest in equal monthly installments over the first year that Mr. Sullivan
serves as a director, subject to his continuous service on the Board. Following this initial grant, Mr. Johnson will be compensated
in accordance with the Company’s standard cash and equity compensation arrangements for non-employee directors, which are
described in greater detail in the Company’s definitive proxy statement on Schedule 14A relating to our 2016 Annual Meeting
of Shareholders which was filed with the U.S. Securities and Exchange Commission on July 29, 2016. Mr. Johnson’s annual
compensation for Board and committee service in fiscal 2017 will be proportionately reduced to reflect that he will not have served
in such capacities for the Company’s entire fiscal year.
On
March 8, 2017, we issued a press release announcing Mr. Johnson’s election to the Board. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
We
incorporate by reference herein the Exhibit Index following the signature page to this Current Report on Form 8-K.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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COMMAND
SECURITY CORPORATION
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Dated:
March 8, 2017
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By:
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/s/
N. Paul Brost
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Name:
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N.
Paul Brost
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Title:
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Chief
Financial Officer
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Exhibit
Index
Exhibit
No.
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Description
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99.1
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Press
Release, dated March 8, 2017.
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