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: May 12, 2014
(Date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in
its charter)
NEVADA |
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000-53166 |
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77-0664193 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
4721 Ironton Street, Building A
Denver, Colorado 80239
(Address of principal executive offices)
(Zip Code)
(303) 396-6100
(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
(see General Instruction A.2. below):
¨
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-14(c)).
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANANGEMENTS OF CERTAIN OFFICERS |
On May 12, 2014, Mr. Richard Estalella submitted his resignation
to MusclePharm Corporation, a Nevada corporation ("MusclePharm" or the “Company”) as the Company’s
Chief Operating Officer, effective immediately. He will continue to serve as the Company’s President. Mr. Estalella’
resignation was not as a result of any disagreements between him and the Company with respect to the Company’s operations,
policies or practices.
On May 12, 2014, Mr. Jim Greenwell resigned from his position
serving as a member of the Company’s Board of Directors, effective immediately. Mr. Greenwell’s resignation from the
Board of Directors was not as a result of any disagreements between him and the Company with respect to the Company’s operations,
policies or practices.
Also on May 12, 2014, Mr. Greenwell was appointed to serve as
the Company’s Chief Operating Officer, effective May 16, 2014. It is anticipated that Mr. Greenwell will enter into an employment
agreement (the “Greenwell Agreement”) with the Company, of an initial term to end on December 31, 2016, which may be
renewed by the mutual agreement of the Company and Mr. Greenwell for additional terms. Pursuant to the Greenwell Agreement it is
anticipated Mr. Greenwell will (i) receive as compensation a base salary of $275,000 per annum, and (ii) be eligible to receive
a cash bonus in 2014, of up to $300,000. Mr. Greenwell will also receive, conditioned upon receiving approval of the Company’s
Board of directors, an initial grant of 100,000 shares of the Company’s restricted common stock, which shall vest as follows:
20% per annum throughout the term of the Greenwell Agreement.
Mr. Greenwell has served as a director on our Board of Directors
since Otober 2012. Since March 20, 2013 he has been Vice-President of Voice Technology for Intelligrated. (Intelligrated is one
of the top material handling automation companies in the U.S.) Intelligrated acquired Datria Systems in March 2013. Since 2000,
he has been the Chief Executive Officer of Datria Systems Inc., a speech recognition application software company. He has also
served as the Datria Systems’ Chairman since 2002. In prior employment, he served as a technology executive in a number of
private and public companies .He has served on the Board of the Cherry Creek School Foundation since September 2010. He was a founding
member of Friends of Denver Fire and served on its Board from 2007 through 2010. Mr. Greenwell served on the Board of the Denver
Chapter of the American Heart Association from 2002 through 2008 and was Chairman of the Board in 2007. He also served on the Board
of Trustees of the Bonfils Blood Center Foundation from 1999 through 2003. Mr. Greenwell earned a BS from the College of Business
at Michigan State University and an MBA degree from Saint Mary’s College.
Also on May 12, 2014, the Board approved extending Bradley Pyatt’s
and Cory Gregory’s employment agreements, respectively, so that each of their employment terms would end as of December 31,
2018. Concurrently, the board approved the issuance of, subject to shareholder approval, (i) 500,000 shares of the Company’s
restricted common stock to Mr. Pyatt, which shall vest 20% per annum through 2018, and (ii) 100,000 shares of the Company’s
restricted common stock to Mr. Gregory, which shall vest 20% per annum through 2018.
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
Also on May 12, 2014, the Board adopted Amended and Restated
bylaws. The following is a summary of changes effected by adoption of the new Bylaws, which summary is qualified in its entirety
by reference to the Bylaws filed as Exhibit 3.1 hereto. In addition to the amendments summarized below, the new Bylaws reflect
certain non-substantive changes to conform to current provisions of Nevada law and to improve style and readability.
Article II –MEETING OF STOCKHOLDERS
| • | The provision relating to annual meetings has been amended to allow the Board of Directors to set the time and date of the
annual shareholder in accordance with Nevada law. Previously, the date and time for the annual meeting was fixed for
the first Monday in March., but could be changed to a different time and date. (Section 2.1) |
| • | The provision for providing shareholders with notice of a meeting of the shareholder, whether annual or special, was amended
to provide that notice shall be provided to shareholders no less than 10 and no more than 60 days prior to the date of the meeting.
(Section 2.2 and Section 2.3) |
| • | The provision defining a quorum for purposes of a stockholder meeting was amended so that a quorum consisted of stockholders
representing a majority of outstanding shares entitled to vote thereon. (Sections 2.4) |
Article III – Directors
| • | The provision relating to how long directors held office was amended so that directors would hold office until the next annual
meeting and their successors were elected. Previously, directors had two year terms. (Section 3.1) |
| • | The provision relating to removal of directors was amended to provide that any director may be removed from office upon the
affirmative vote of a majority of the total number of shares entitled to vote theron with or without cause. Previously,
a director could only be removed by a majority of the board for cause and by a majority of shareholders without cause. (Section
3.4) |
| • | The provision relating to filling vacancies on the Board of Directors was amended by adding that any vacancy by way of resignation,
death, removal or otherwise, may be filled by the affirmative vote of at least a majority of the reminding Board of Directors.
(Section 3.11) |
| • | The provision relating director compensation was amended to provide that such compensation may (i) be provided for meeting
expenses, (ii) provided for attendance at a meeting or an annual salary, (iii) consist of options, warrants, shares of the Company
or other board approved remuneration. Previously only reimbursement for actual expenses was permitted. (Section 3.9) |
Article IV – Officers
| • | Various provisions related to officer positions and reporting relationships are modified to reflect the Company’s current
organizational structure and provide flexibility for future changes in organizational structure. (Article IV) |
Article VII – General Provisions
| • | The provision relating to the Company fiscal year was amended so that the Board could fix the fiscal year end date. Previously
the fiscal year end date was fixed at August 31. (Section 7.3) |
| • | A provision was added permitting the Board to declare a dividend. (Section 7.1) |
Article VIII – Indemnification and Director’s
Liability
| • | Provisions relating to indemnification were amended to provide for maximum indemnification of its director as permitted by
Nevada Law. (Section 8.1) |
The foregoing description of the Bylaws does not purport to
be complete and is qualified in its entirety by reference to the complete text of each of such document, which are filed as Exhibits
3.1 hereto, and which are incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) The
following are filed as exhibits to this report on Form 8-K.
Exhibit No. |
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Description |
3.1 |
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Amended and Restated Bylaws |
17.1 |
|
Letter of Resignation from position on Board of Directors of Jim Greenwell |
99.1 |
|
MusclePharm Corporation Press Release dated May 14, 2014 |
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.
|
MUSCLEPHARM CORPORATION |
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|
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Dated: May 14, 2014 |
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By: |
/s/ Brad J. Pyatt |
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Name: |
Brad J. Pyatt |
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Title: |
Chief Executive Officer and President |
AMENDED AND RESTATED
BY-LAWS
OF
MUSCLEPHARM
CORPORATION
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1. Principal Office.
The principal office of the Corporation shall be fixed or may be changed by approval of a majority of the authorized Directors.
Section 2. Other Offices. The
Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may
from time to time determine.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Place of Meetings.
Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either
within or without the State of Nevada as shall be designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings.
The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote
a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual
Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.
Section 3. Special Meetings.
Unless otherwise prescribed by law or by the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes,
may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv)
the Secretary, or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing
of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stock of
the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting
is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting.
Section 4. Quorum. Except as
otherwise provided by law or by the Articles of Incorporation, the holders of a majority of the capital stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders
for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, of the time and place of the adjourned meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder entitled to vote at the meeting.
Section 5. Voting. Unless otherwise
required by law, the Articles of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall
be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Each stockholder represented
at a meeting of shareholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held
by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its
date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written
ballot.
Section 6. Consent of Stockholders
in Lieu of Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken
at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. The written consents shall be delivered to the Corporation by delivery to its
registered office in Nevada, its principal place of business, or an officer or agent of the Corporation having custody of the book
in which the proceedings are recorded. Delivery to the registered officer shall be by hand or certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent
shill be given to those stockholders who have not consented in writing.
Section 7. List of Stockholders
Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make,
at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by
any stockholder of the Corporation who is present.
Section 8. Stock Ledger. The
stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting
of stockholders.
ARTICLE III
DIRECTORS
Section 1. Number and Election of
Directors. The Board of Directors shall consist of a minimum of one member and a maximum of nine members, the exact number
of which shall be fixed by the Board of Directors. The number of directors may be increased above nine by action of the stockholders
or directors. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor
is duly elected and qualified, or until his earlier resignation or removal. Any director may resign at any time upon written notice
to the Corporation. Directors need not be stockholders.
Section 2. Vacancies. Vacancies
and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation
or removal.
Section 3. Duties and Powers.
The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by
these By-Laws directed or required to be exercised or done by the stockholders.
Section 4. Meetings. The Board
of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Nevada. Regular
meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined
by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President,
or any one (1) director. Notice thereof stating the place, date and hour of the meetings shall be given to each director either
by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.
Section 5. Quorum. Except as
may be otherwise specifically provided by law, the Articles of Incorporation or these By-Laws, at all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of
a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a
quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 6. Actions of Board.
Unless otherwise provided by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes
of proceedings of the Board of Directors or committee.
Section 7. Meetings by Means of
Conference Telephone. Unless otherwise provided by the Articles of Incorporation or these By-Laws, members of the Board of
Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board
of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting pursuant to the Section 7 shall constitute presence
in person at such meeting.
Section 8. Committees. The Board
of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence
or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member
to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting
in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing
such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.
Section 9. Compensation. The
directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid for attendance
at each meeting of the Board of Directors or a stated annual salary as director. Compensation may also consist of such options,
warrants rights, shares of capital stock or any other form of remuneration approved by the Board of Directors. No such payment
shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like reimbursement of expenses for attending committee meetings.
Section 10. Interested Directors.
No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and
any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors
or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract
or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or their committee,
and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors,
a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
Section 11. Removal of Directors.
Except as may otherwise be provided by Nevada Law, any director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
Section 1. General. The officers
of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of
Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person,
unless otherwise prohibited by law, the Articles of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors
of the Corporation.
Section 2. Election. The Board
of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who
shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time
to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and
qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time
by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.
Section 3. Voting Securities Owned
by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities
owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President
and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable
to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities
and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by
resolution, from time to time confer like powers upon an-other person or persons.
Section 4. Chairman of the Board
of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and
of the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.
Section 5. President. The President
shall, subject to the control of the Board of Directors and, have general supervision of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted
by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents
when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the
Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors.
The President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may
exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.
Section 6. Vice-Presidents.
At the request of the President or in his absence or in the event of his inability or refusal to act, the Vice-President or the
Vice-Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President
shall perform such other-duties and have such other powers as the Board of Directors from time to time may prescribe. If there
be no Vice-President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President
or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the President.
Section 7. Secretary. The Secretary
shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in
a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required.
The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision
he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President
may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and
the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any' other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records
required by Law to be kept or filed are properly kept or filed, as the case may be.
Section 8. Treasurer. The Treasurer
shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render unto
the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all
his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the Corporation.
Section 9. Assistant Secretaries.
Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have
such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice-President, if there
be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform
the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.
Section 10. Assistant Treasurers.
Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them
by the Board of Directors, the President, any Vice-President, if there be one, or the Treasurer, and in the absence of the Treasurer
or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant
Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the Corporation.
Section 11. Other Officers.
Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors. The Bold of Directors may delegate to any other officer of the Corporation the power
to choose such other officers and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 1. Certificates. The
corporation is authorized to issue shares of common stock of the corporation in certificated or uncertificated form. The
shares of the common stock of the corporation shall be registered on the books of the corporation in the order in which they shall
be issued.
Within a reasonable
time after the issuance or transfer of uncertificated stock, the corporation shall send, or cause to be sent, to the record owner
thereof a written statement setting forth the name of the corporation, the name of the shareholder, the number and class of shares,
and a summary of the designations, relative rights, preferences, and limitations applicable to such class of shares and the variations
in rights, preferences, and limitations determined for each series within a class (and the authority of the Board of Directors
to determine variations for future series), and a full statement of any restrictions on the transfer or registration of such shares. Each
stock certificate must set forth the same information or, alternatively, may state conspicuously on its front or back that the
corporation will furnish the shareholders a full statement of this information on request and without charge.
Section 2. Signatures. Any or
all of the signatures on the certificate may be by facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
Section 3. Lost Certificates.
The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate,
or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation
a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfers. Stock
of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing
and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.
Section 5. Record Date. In order
that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior
to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned
meeting.
Section 6. Beneficial Owners.
The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of
the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever
written notice is required by law, the Articles of Incorporation or these ByLaws, to be given to any director, member of a committee
or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex
or cable.
Section 2. Waivers of Notice.
Whenever any notice is required by law, the Articles of Incorporation or these By-Laws, to be given to any director, member of
a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends
upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such
sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.
Section 2. Disbursements. All
checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons
as the Board of Directors may from time to time designate.
Section 3. Fiscal Year. The
fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 4. Corporate Seal. The
corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate
Seal, Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION AND DIRECTORS' LIABILITY
Section 1. Indemnification of Directors
and Officers. The Corporation shall be required, to the fullest extent authorized by the Nevada Revised Statutes, as the same
may be amended and supplemented, to indemnify any and all directors and officers of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. These By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided,
however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice' of such meeting
of stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the holders of a majority
of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.
Section 2. Entire Board of Directors.
As used in this Article IX and in these By-Laws generally, the term "entire Board of Directors" means the total number
of directors which the Corporation would have if there were no vacancies.
![](tex17-1pg01.jpg)
James Greenwell Appointed Chief Operating
Officer of MusclePharm
Board Extends Contract of Chief Executive
Officer Brad Pyatt and Executive Vice President of
Brand and Social Media Cory Gregory through 2018
Denver, CO – May 14, 2014 – MusclePharm Corporation
(OTCQB: MSLP), a scientifically driven, performance-lifestyle sports nutrition company, today announced the appointment of James
J. Greenwell as Chief Operating Officer and the extension of contracts with MusclePharm Co-Founders, Brad Pyatt, Chairman and Chief
Executive Officer, and Cory Gregory, Executive Vice President of Brand and Social Media, through 2018.
Concurrent with Greenwell’s appointment, he has resigned
his position as an independent member of MusclePharm’s Board of Directors. Richard Estalella, the former Chief Operating
Officer, will continue in his position as President of the Company.
“James has a very strong operational background, coming
from one of the largest material handling companies in the United States. As a former MusclePharm board member, he has an excellent
understanding of our strategic growth initiatives, which further enhances the bench strength of the Company’s executive management
team,” said Pyatt.
“I am very excited to join the MusclePharm team, as the
Company makes it mark on the nutrition industry,” Greenwell said. “I look forward to helping further the Company’s
impressive growth and mission to fuel the engine of sports for all ages and genders.”
Following is biographical information on Greenwell:
James J. Greenwell
Greenwell has served as a director on MusclePharm’s board
since October 2012 and has more than 25 years of management experience. He has served as Vice President, Voice Products
for Intelligrated, Chairman and CEO of the Datria Systems and
Senior Vice President, Sales and Marketing for DecisionOne. Previously, he served as a technology executive in a number of private
and public companies. Greenwell earned a B.S. from the College of Business at Michigan State University and an MBA degree from
Saint Mary’s College of California.
About MusclePharm
MusclePharm® is a scientifically driven, performance-lifestyle
company that currently develops, manufactures, markets and distributes branded nutritional supplements. The company offers a complete
range of powders, capsules, tablets and gels. Its portfolio of recognized brands, including MusclePharm® Hybrid and Core Series,
Arnold Schwarzenegger Series™ and FitMiss®, are marketed and sold in more than 110 countries and available in over 35,000
retail outlets globally. These clinically-proven and scientific nutritional supplements are developed through a six-stage research
process utilizing the expertise of leading nutritional scientists, doctors and universities. MusclePharm is the innovator of the
sports nutrition industry. For more information, visit www.musclepharm.com.
Follow the company at http://www.facebook.com/MusclePharm
and www.Twitter.com/MusclePharm
To sign up to receive MusclePharm news via email, please visit
http://ir.musclepharmcorp.com/email-alerts
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as
amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not
always, be identified by the use of such words as "expects", "anticipates", "intends", "estimates",
"plans", "potential", "possible", "probable", "believes", "seeks",
"may", "will", "should", "could" or the negative of such terms or other similar expressions.
Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company's
business. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements
is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, the Company's Quarter Reports
on Form 10-Q and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC's website at www.sec.gov.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation
to revise or update this release to reflect events or circumstances after the date hereof
Contacts:
Matt Sheldon/Evan Pondel
PondelWilkinson Inc.
(310) 279-5980
investors@musclepharm.com
###
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