Current Report Filing (8-k)
SECURITIES AND EXCHANGE
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 10,
GLOBE PHOTOS, INC.
(Exact name of Registrant as specified in its charter)
(State or Other Jurisdiction
||( Commission File Number)
6445 South Tenaya Way, B-130
Las Vegas, Nevada 89113
(Address of principal executive offices)
(Address and Telephone Number of Registrant’s Principal Executive
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 (see General Instruction A.2
communications pursuant to Rule 425 under the Securities Act (17
||Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
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.
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Globe Photos, Inc. (the “Company”), a Delaware corporation, deeply
regrets to announce that Mr. Mark Lanier, a director of the
Company, has passed away.
On March 10, 2019, the Board of Directors (the “Board”) of the
Company appointed Barbara D’Amato to fill the vacancy left by Mr.
Ms. D’Amato will serve as the Chairman of the Company’s Nominating
and Corporate Governance Committee and a member of its Compensation
Committee and Audit Committee. Each of these committee roles were
previously filled by Mr. Lanier.
Ms. D’Amato, 48, is a highly
accomplished global deal maker, career banker, financier and
operator with 25+ years of experience with a prominent ability to
drive rapid growth and value creation through operational
leadership, leveraging the power of strategic partnerships,
financial and strategic professional and capital markets networks
in the US and globally. From 2004 to 2018, Ms. D’Amato was the
Founder and CEO of Trilogy Brands Group, a brand development
licensing and franchising international growth firm in the retail
industry, and Trilogy Capital Corp., an international advisory firm
specializing in growth capital and project development to middle
market and large companies. Prior to Trilogy, Ms. D’Amato served as
Senior Relationship Manager and Team Leader, Vice President and
Chief Risk Officer for Global Multinational Banks such as BNP
Paribas US and Global Banking, a $2.5 trillion in assets and a
presence in over 75 countries, and Bank of America’s Global Capital
Markets Group among the top 10 largest banks in the world. She
currently serves as an Advisor to the Board of Directors of TriLinc
Global a leading $1.1 billion global private debt alternative
investment fund whose strategy is to generate attractive financial
returns and meet the sustainable investment needs of investors by
achieving global social, economic and environmental impact
worldwide. Ms. D’Amato obtained her bachelor’s degree in
International Business from California State University Pomona, and
post-graduate degree from Harvard Business School. Ms. D’Amato’s
extensive investment and international markets experience, as well
as her independence, judgment and exceptional leadership experience
makes her a valuable addition to the Board.
There are no arrangements or
understandings between Ms. D’Amato and any other person pursuant to which
Ms. D’Amato was
selected as a director of the Company. Ms. D’Amato
is not a participant in, nor
is she to be a participant in, any related-person transaction or
proposed related-person transaction required to be disclosed by
Item 404(a) of Regulation S-K under the Securities Exchange Act of
1934, as amended. Other than the Company’s formal plan for
compensating its independent directors for their services approved
by the Board, there are no plans, contracts or arrangements or
amendments to any plans, contracts or arrangements entered into
with Ms. D’Amato , or
any grants or awards made to Ms. D’Amato , in connection with her election to the
Regulation FD Disclosure.
On March 14, 2019, the Company announced the appointment of Ms.
D’Amato to the Board. A copy of the press release issued by the
Company announcing Ms. D’Amato’s appointment is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Exhibit 99.1 contains forward-looking statements. These
forward-looking statements are not guarantees of future performance
and involve risks, uncertainties and assumptions that are difficult
to predict. Forward-looking statements are based upon assumptions
as to future events that may not prove to be accurate. Actual
outcomes and results may differ materially from what is expressed
in these forward-looking statements.
The information set forth under Item 7.01 of this Current Report on
Form 8-K (“Current Report”), including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the
liabilities of such section. The information in Item 7.01 of this
Current Report, including Exhibit 99.1, shall not be incorporated
by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any incorporation by
reference language in any such filing, except as expressly set
forth by specific reference in such a filing. This Current Report
will not be deemed an admission as to the materiality of any
information in this Current Report that is required to be disclosed
solely by Regulation FD.
Financial Statements and Exhibits.
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.
||GLOBE PHOTOS, INC.
|Dated: March 14,
Chief Executive Officer
Globe Photos (PK) (USOTC:GBPT)
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