Current Report Filing (8-k)
January 07 2019 - 4:02PM
Edgar (US Regulatory)
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 7, 2019 (December 31, 2018)
TRUETT-HURST,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35973
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46-1561499
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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125 Foss Creek Circle, Healdsburg, CA 95448
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (707) 431.4423
(Former name or former address, if
changed since last report): Not applicable
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (§ 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.
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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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(b)
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Departure of Director
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On January 4, 2019, Spencer Grimes informed
the Board of Directors (the "Board") of Truett-Hurst, Inc. (the "Company") of his intention to resign from
the Board, effective immediately, in order to pursue other opportunities. Prior to his resignation, Mr. Grimes served on the Nominating
and Corporate Governance Committee of the Board. Mr. Grimes confirmed his resignation was not the result of any disagreement with
the Board or management relating the Company, its operations, policies or practices.
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(e)
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Compensatory Arrangements of Certain Officers
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Effective December
31, 2018, the Compensation Committee of the Board approved an amendment to the offer letter previously entered into with Karen
Weaver, the Company’s Chief Financial Officer. The amendment to her offer letter provides that if Ms. Weaver’s employment
is terminated by the Company without cause prior to March 31, 2019, she will be entitled to a severance payment equal to (i) the
amount of base salary she would have received for the period from her termination of employment through March 31, 2019 had her
employment not terminated and (ii) an additional six months of base salary ($120,000).
The description of
the amendment contained in this Item 5.02 does not purport to be complete and is qualified in its entirety by reference to the
Amendment to Offer Letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
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.
Truett-Hurst,
Inc.
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By:
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/s/
Paul
Dolan
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Paul E. Dolan,
III
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President
and Chief Executive Officer
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Date:
January 7, 2019
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