Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 20, 2023

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35898		27-4749725
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

96 Morton Street, 9^th Floor, New York, New York		10014
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (212) 261-9000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.0001 per share	LIND	The NASDAQ Stock Market LLC

(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 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 check mark 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2023, Lindblad Expeditions Holdings, Inc. (the “Company”) entered into a compensation arrangement with Mr. Lindblad as the Company’s Chief Executive Officer. The arrangement provides for: (i) an annual base salary of $375,000; (ii) an annual bonus opportunity through an incentive bonus program established by the Company’s board of directors or its compensation committee to be initially targeted at 75% of annual base salary subject to the attainment of individual and Company performance goals; and (iii) a grant of 200,000 Restricted Stock Units, vesting semiannually on a pro-rata basis over 2 years, under the Company’s 2021 Long-Term Incentive Plan. Should Mr. Lindblad no longer serve as Chief Executive Officer for a full two years, any unvested shares for the months he has served will vest pro rata at the end of the month following the conclusions of his service as CEO.

While serving as Chief Executive Officer, Mr. Lindblad will step down as Co-Chair of the Company’s Board of Directors.

The foregoing description of the employment compensation was approved by the Company’s Compensation Committee and ratified by the Board of Directors.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	LINDBLAD EXPEDITIONS HOLDINGS, INC. (registrant)

July 24, 2023	By:	/s/ Craig I. Felenstein
		Craig I. Felenstein Chief Financial Officer

Document And Entity Information	Jul. 20, 2023
Document Information [Line Items]
Entity, Registrant Name	LINDBLAD EXPEDITIONS HOLDINGS, INC.
Document, Type	8-K
Document, Period End Date	Jul. 20, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-35898
Entity, Tax Identification Number	27-4749725
Entity, Address, Address Line One	96 Morton Street, 9th Floor
Entity, Address, City or Town	New York
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	10014
City Area Code	212
Local Phone Number	261-9000
Title of 12(b) Security	Common Stock
Trading Symbol	LIND
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001512499