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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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On January 27, 2017, the
Board of Directors of the Company, pursuant to the power vested in the Board of Directors by the Company’s Bylaws and the
Nevada Revised Statutes, appointed Robert J. Post and Omar J. Jimenez, as members of the Board of Directors.
The appointment increased
the Company’s Board of Directors to seven members, with four serving independently (including Mr. Post).
Mr. Post’s biographical
information is provided below. The biographical information of Mr. Jimenez, the Company’s Chief Financial Officer, Chief
Operating Officer, Treasurer and Secretary, can be found in the Company’s Annual Report on Form 10-K for the year ended February
29, 2016, as filed with the Securities and Exchange Commission on June 23, 2016 (the “
Annual Report
”), under
“
Part III
” – “
Item 10. Directors, Executive Officers and Corporate Governance
” and
a description of Mr. Jimenez’s employment agreement with the Company can be found under “
Part III
” –
“
Item 11. Executive Compensation
” of the Annual Report (provided that effective in July 2016, the compensation
due to Mr. Jimenez thereunder increased).
Robert J. Post
Mr. Post, age 56, is a
highly successful entrepreneur, investor, tech-company executive and veteran re-structuring expert with 20 years of success in
the travel and hospitality industry. He has served as Chief Executive Officer of Cloud5, the largest provider of cloud based telecommunications
and high speed Internet to major brands in the hospitality industry, including Marriott, IHG, Hilton, La Quinta, Motel 6 and Red
Roof Inn, since January 2015. He has also served as a member of the Board of Directors of Cloud5 since January 2015. Mr. Post has
served as the Executive Chairman of The Knowland Group, a hospitality and data analytics company since March 2014. From 2005 to
December 2011, Mr. Post served as Chairman, Chief Executive Officer and Chief Financial Officer of TravelCLICK, a leading provider
of global, hotel e-commerce solutions that supports more than 15,000 customers across 140 countries, including Blackstone, Hilton,
Hyatt, Accor, Marriott and Trump. He also previously served as executive and corporate officer at MICROS Systems, a hospitality
technology provider, where he helped lead its secondary NASDAQ offering. Since 2002, Mr. Post has also operated Pconsulting, providing
start-up investment and restructuring services for mid-sized businesses, including OpenTable.com, hotelBANK, and Radiant Systems.
Mr. Post served as a member of the Board of Directors of Avatech Solutions, a publicly reporting company, and served on the Compensation
and Audit Finance Committee of that entity, from March 2004 to October 2010. He is a graduate of Wharton’s Advanced Management
Program, and earned his Bachelors of Science in Business from Duquesne University.
* * * * *
As the Company currently
has no committees of the Board of Directors, neither Mr. Post nor Mr. Jimenez has been appointed to any committees.
It is not currently contemplated
that Mr. Post will receive any compensation for his services on the Board of Directors, nor that Mr. Jimenez will receive any compensation,
separate from his compensation as an officer of the Company, for his services on the Board of Directors.
Mr. Post is not party to
any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings
between Mr. Post and any other person pursuant to which he was selected to serve as a director of the Company, nor is he a participant
in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Jimenez’s employment
agreement is described in the Annual Report as discussed above and there are no arrangements or understandings between Mr. Jimenez
and any other person pursuant to which he was selected to serve as a director of the Company, nor is he a participant in any related
party transaction required to be reported pursuant to Item 404(a) of Regulation S-K