Current Report Filing (8-k)
April 03 2018 - 4:14PM
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):
March 29, 2018
3PEA INTERNATIONAL,
INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-54123
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95-4550154
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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 Number)
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1700 W Horizon Ridge Parkway, Suite 102,
Henderson, Nevada 89012
(Address of principal executive offices)
(Zip Code)
(702) 453-2221
(Registrant's telephone number, including
area code)
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
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
x
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.
¨
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2018 3PEA International, Inc. appointed Bruce A.
Mina as an independent director.
The Board of Directors has determined that Mr. Mina meets
the applicable independence requirements of the NASDAQ Stock Market. There have been no transactions since the beginning of
the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a
participant and in which Mr. Mina or any member of his immediate family had or will have any interest, that are required to
be reported under Item 404(a) of Regulation S-K.
Mr. Mina will receive an annual stipend of $15,000 as a
director, as well as $1,500 for each of four quarterly Board of Directors meeting he attends each year. Mr. Mina will also receive
a grant of 200,000 shares of restricted common stock that vest over a four-year period in connection with his election to
the Board. Our Board does not currently have any committees, but Mr. Mina will be expected to serve on at least two committees
when they are formed.
A copy of the Company’s press release announcing Mr. Mina’s
election is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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3PEA INTERNATIONAL, INC.
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Date: April 3, 2018
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/s/ Mark Newcomer
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By: Mark Newcomer, Chief Executive Officer
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