Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Mark W. Lindsey
Effective as of August
9, 2017, the Board of Directors (the “Board”) of RealBiz Media Group, Inc. (the “Company”) appointed Mr.
Mark W. Lindsey to serve as Chief Financial Officer of the Company.
Mark W. Lindsey,
CPA, CGMA,
50
. Mr. Lindsey has more than 25 years of experience in all
aspects of accounting, financial reporting, regulatory compliance and financial analysis across numerous industries, primarily
with publicly-traded companies. Mark has participated in numerous IPOs, secondary public debt and equity offerings and merger
transactions. Before joining the Company, he spent 11 years with American Capital, Ltd. (NASDAQ: ACAS) in a variety of accounting
and reporting roles, most recently as Senior Vice President, Chief Accounting Officer where he was responsible for all accounting,
financial reporting, loan servicing and asset valuations for the complex alternative asset management company, which managed in
excess of $80 billion of assets. Prior to joining American Capital, Ltd., Mr. Lindsey also served in various senior roles with
XM Satellite Radio, the Public Company Accounting Oversight Board and PricewaterhouseCoopers. Mr. Lindsey graduated from the University
of Colorado at Denver with a Bachelor of Science in Accounting and is a Certified Public Accountant.
In connection with Mr.
Lindsey’s appointment, the Company and Mr. Lindsey entered into an employment agreement, dated August 14, 2017 (the “Employment
Agreement”). The Employment Agreement is “at will” and provides that Mr. Lindsey will be paid a base salary
as follows: (i) an annualized rate of One Hundred Thousand Dollars ($100,000) during the first 5 months of employment; (ii) an
annualized rate of Two Hundred Thousand Dollars ($200,000) during the next 3 months of employment; and (iii) an annualized rate
of Three Hundred Thousand Dollars ($300,000) thereafter (the “Base Salary”). The Employment Agreement further provides
that Mr. Lindsey is eligible to receive an annual bonus upon attainment of individual and/or Company performance goals established
by the Board of committee thereof, in an amount equal to Mr. Lindsey’s then-current base salary. In addition, Mr. Lindsey
shall be entitled to participate in benefit plans provided by the Company to senior executives generally from time to time during
the term of the Employment Agreement, and with various other customary benefits as set forth in the Employment Agreement. The
Employment Agreement also provides that Mr. Lindsey shall be issued a restricted stock award of 13,801,011 shares of the Company’s
common stock (the “Restricted Shares”), which shall vest equally at a rate of 33.3% over a three-year period beginning
on the first anniversary of the date of the Employment Agreement. Any unvested portion of the Restricted Shares will vest immediately
upon a Change in Control (as defined in the Employment Agreement).
The Employment Agreement
provides that Mr. Lindsey shall be entitled to severance compensation if the Company terminates Mr. Lindsey’s employment
Without Cause (as defined in the Employment Agreement) and if Mr. Lindsey executes and does not revoke during any applicable revocation
period a general release in favor of the Company within a reasonable period of time specified by the Company. Mr. Lindsey shall
receive severance compensation of any accrued obligations and no more than two years of Mr. Lindsey’s Base Salary and annual
bonus in accordance with the terms and provisions of the Employment Agreement.
The foregoing description
is a summary only, does not purport to set forth the complete terms of the Employment Agreement and is qualified in its entirety
by reference to the Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by
reference.
Appointment of Directors
On August 11, 2017, the
Board of the Company appointed Mr. Michael O’ Gorman, Mr. Thomas Butler Fore and Mr. Lalit Lal to serve as directors of
the Board, effective immediately. Messrs. O’Gorman, Fore and Lal each shall serve on the Board until the Company’s
next annual meeting of stockholders and until his successor is duly qualified. There are no understandings or arrangements between
any of the foregoing individuals and any other person pursuant to which such individuals were appointed as directors.
There are no family relationships
between Messrs. O’Gorman, Fore or Lal and any of our other officers and directors. In addition, neither of Messrs. O’Gorman,
Fore or Lal has been employed at the Company or any of its subsidiaries.
Set forth below is the
biographical information of the newly appointed directors, as required by Item 401 of Regulation S-K.
Michael O’Gorman
JD, MBA,
62
,
is Chairman and Chief Executive Officer of Crassus
Holdings, Ltd, whose subsidiaries specialize in sourcing and marketing all natural, healthy food and consumer products. Mr. Gorman
has over 35 years of successful food brokerage, food manufacturing, project management, finance and legal experience in the international
arena. He also previously served as Chief of Staff in both the House of Representatives and U.S. Senate. His agricultural experience
is uniquely first hand, as he has owned and operated a 252-acre farm where he raised both crops and Black Angus cattle. He has
spent a number of years working at major international law firms as well as being Senior Managing Director at First Wall Street
Capital, where he arranged funding in excess of $2 billion. He received his JD in International Law from the University of Connecticut,
MBA in International Finance from Fairleigh Dickinson University and BS in Organic Chemistry from St. Peters College.
Mr. O’Gorman is
qualified to serve as a member of the Company’s Board because of his background and experience in the industry.
Thomas Butler Fore,
5
1,
is a multi-faceted entrepreneur and executive with experience
in numerous categories of business, including real estate, media, personal care products and fashion. He currently serves as CEO
of Sora Development, an award winning real estate development firm focused on large mixed-use projects with a specialty in public-private
partnerships. His other roles include CEO of Tiderock Media, an active film production company with 13 feature films completed;
and founder and board member for Digital2go Media Networks, a mobile platform that utilizes beacon technology for data collection
and advertising, with a footprint of more than 10,000 locations in the U.S. and Latin America. Mr. Fore is also involved as an
advisor and partner in numerous other enterprises in media, real estate and consumer products. A highly-successful entrepreneur,
he holds a BA from Towson University.
Mr. Fore is qualified
to serve as a member of the Company’s Board because of his background and experience.
Lalit Lal,
is
a food industry veteran who currently serves as the President of American World Foods, Inc. Mr. Lal has extensive knowledge of
the international food market and has operated in the Middle East and GCC for more than 25 years. Now based in the U.S., Mr. Lal
held senior executive positions during his career at some of Dubai’s leading food companies, including Federal Foods, Gulf
Marketing Group, Al Islami Foods and Farm Fresh, where he developed significant expertise in the Middle East and Europe. His knowledge
of food distribution networks on multiple continents is extensive and includes a deep network of suppliers in the important Fast-Moving
Consumer Goods (FMCG) category.
Mr. Lal is qualified to
serve as a member of the Company’s Board because of his background and experience in the industry.
Item 9.01