Current Report Filing (8-k)
August 01 2017 - 4:32PM
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): August 1, 2017 (July 28, 2017)
SharpSpring,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36280
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05-0502529
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(State
or other jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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550
SW 2nd Avenue, Gainesville, FL
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32601
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
888-428-9605
(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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
|
|
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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
July 28, 2017 the board of directors (“Board”) of SharpSpring, Inc. (the “Company”) took the following
actions:
The
Company accepted Semyon Dukach’s resignation as the Company’s Chair of the Board of Directors and as a member of the
Board and elected Steven Huey as the Company’s new Chair of the Board of Directors. Mr. Huey has served as a Company director
since December 2016. The Chair of the Board of Directors is a non-executive position.
The
Company entered into employee agreement amendments with each of Edward S. Lawton, the Company’s Chief Financial Officer
and Travis Whitton, the Company’s Chief Technology Officer. The employee agreement amendments provide Messrs. Lawton and
Whitton with six months of severance pay if their employment is terminated by the Company without cause (as defined) or if they
leave the Company for good reason (as defined). This description of their employee agreement amendments is not complete, and is
qualified in its entirety by reference to the employee agreement amendments attached hereto as
Exhibit 10.1
and
Exhibit
10.2
, which are incorporated by reference herein.
Additionally,
the Board reorganized the composition of the Company’s Audit Committee, Compensation Committee, and Nominating/Corporate
Governance Committee. These Committees are now comprised of the following Board members, all of whom are independent:
Audit
Committee
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Compensation
Committee
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Nominating/Corporate
Governance Committee
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David
A. Buckel*
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Marietta
Davis*
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John
L. Troost*
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Roy
W. Oliver
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David
A. Buckel
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Marietta
Davis
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John
L. Troost
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Steven
A. Huey
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Roy
W. Oliver
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*Committee
Chair
Item
8.01 Other Events.
Press
Release
On
July 31, 2017, the Company issued a press release announcing
the
election of Steven Huey as the Company’s new Chair of the Board of Directors
. A copy
of the press release is attached as
Exhibit 99.1
to this report and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Employee
Agreement Amendment – Edward S. Lawton.
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10.2
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Employee
Agreement Amendment – Travis Whitton.
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99.1
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Press
release dated December July 31, 2017.
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SIGNATURES
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.
SHARPSPRING, INC.
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By:
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/s/
Edward S. Lawton
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Edward
S. Lawton,
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Chief
Financial Officer
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Dated:
August 1, 2017
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