Current Report Filing (8-k)
January 24 2018 - 4:31PM
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)
January 18, 2018
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
.
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1-11596
.
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58-1954497
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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8302
Dunwoody Place, Suite 250, Atlanta, Georgia
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30350
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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:
(770) 587-9898
Not
applicable
(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
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
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 [
]
Section
5 – Corporate Governance and Management
Item
5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
January 18, 2018, the Perma-Fix Environmental Services Inc.’s (the “Company”) Board of Directors (the
“Board”) unanimously elected Mr. Zach Wamp, age 60, to the Board to fill a vacancy on the Board. The Board also unanimously
determined that, as of the date of his election, Mr. Wamp qualified as an “Independent Director” under applicable
NASDAQ rules.
Mr.
Wamp is currently the President of Zach Wamp Consulting, a position he has held since 2011. As the President and owner of Zach
Wamp Consulting, he has served some of the most prominent companies from Silicon Valley to Wall Street as a business development
consultant and advisor. Mr. Wamp served as a member of the U.S. House of Representatives from January 1995 to January 2011 from
Tennessee’s 3
rd
district. His district included the Oak Ridge National Laboratory, with strong science and research
missions from energy to homeland security. Among his many accomplishments which included various leadership roles in the
advancement of education and science, Mr. Wamp was instrumental in the formation and success of the Tennessee Valley Technology
Corridor, which created thousands of jobs for Tennesseans in the areas of high-tech research, development, and manufacturing.
Mr. Wamp’s career in the political arena included serving on several prominent subcommittees during his 14
years on the House Appropriations Committee, including serving as a “ranking member” of the Subcommittee on Military
Construction and Veterans Affairs and Related Agencies. Mr. Wamp has been a regular panelist on numerous media outlets
and has been featured in a number of national publications effectively articulating sound social and economic policy. Mr. Wamp’s
business career included work in the real estate sector for a number of years as a licensed industrial-commercial real estate
broker where he was named Chattanooga’s Small Business Person of the Year. His is a founding partner in Learning Blade,
the nation’s premiere STEM education platform which is now operating at some level in 28 states.
Pursuant
to the Company’s 2003 Outside Directors Stock Plan (“Outside Directors Stock Plan”), upon election to the Board,
Mr. Wamp will receive an option to purchase up to 6,000 shares of the Company’s common stock at an exercise price of $4.05
per share. The option will vest six months from date of grant and has a term of ten years. As a director, Mr. Wamp is entitled
to receive a quarterly fee of $8,000, a fee of $1,000 for each board meeting he attends in person, and a $500 fee for each
board meeting he attends via conference call. Under the Outside Directors Stock Plan, each outside director, including Mr. Wamp,
shall receive at the director’s option, either 65% or 100% of his director’s fee in the Company’s common stock.
If an outside director elects to receive 65% of his director’s fee in common stock, then he will receive (1) the number
of shares of common stock determined by dividing 65% of his director’s fee by 75% of the fair market value of one share
of the Company’s common stock and (2) 35% in cash or its equivalent. If the outside director elects to receive 100% of his
fee in the Company’s common stock, he will receive the number of shares of common stock determined by dividing his director’s
fee by 75% of the fair market value of one share of the Company’s common stock. For purposes of calculating the foregoing,
the fair market value of one share of the Company’s common stock will be the closing price for one share of the Company’s
common stock on the business day immediately preceding the date that the director’s fee is due.
As
of the date of this report, Mr. Wamp has not been assigned to serve on a committee of the Board.
There
are no transactions involving Mr. Wamp and the Company required to be reported under Item 404(a) of Regulation S-K.
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.
Dated:
January 24, 2018
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PERMA-FIX ENVIRONMENTAL SERVICES, INC.
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By:
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/s/
Ben Naccarato
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Ben
Naccarato
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Vice
President and
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Chief
Financial Officer
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