Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Director Appointment, Robert Stevens
On June 1, 2018, Grom Social Enterprises,
Inc., a Florida corporation (the “Company”), appointed Robert Stevens as a director of the Company. Mr. Stevens is
deemed an “independent,” non-employee director as defined by NASDAQ Rule 5605(a)(2). There are no family relationships
between Mr. Stevens and any of our other officers and directors. Mr. Stevens was appointed to the Nominating and Governance Committee,
Audit Committee and Compensation Committee of the Board of Directors. Mr. Stevens was appointed lead independent director of the
Board of Directors, chair of the Audit Committee and “audit committee financial expert” as defined in Item 407(d)(5)(ii)
of Regulation S-K.
There are no arrangements or understandings
between Mr. Stevens and any other persons, pursuant to which he was appointed as a director and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Stevens shall receive compensation
for his service as a director in the amount of (i) $1,500 per quarter and (ii) Two Hundred Fifty Thousand (250,000) shares of the
Company’s restricted common stock, of which Seventy Thousand (70,000) shares shall vest immediately and Seven Thousand Five
Hundred (7,500) shares will vest in twenty-four (24) equal monthly installments commencing on the one month anniversary of the
grant date.
Set
forth below is the biographical information of the newly appointed director, as required by Item 401 of Regulation S-K.
Mr. Stevens, age 52 founded Somerset Capital
Ltd in 2001, a private capital firm that employs industry-specific skillsets to make strategic investments in distressed and turnaround
situations as well as merger and direct investments in private and pre-public companies, where he serves as president and managing
director. Mr. Stevens also serves as a court appointed receiver. Prior to founding Somerset Capital Ltd, Mr. Stevens was Managing
Director of Technology Partners, a private equity and M&A firm from 2010 to 2013.
New Director Appointment, Norman Rosenthal
On June 1, 2018, the Company, appointed
Norman Rosenthal as a director of the Company. Mr. Rosenthal is deemed an “independent,” non-employee director as defined
by NASDAQ Rule 5605(a)(2). There are no family relationships between Mr. Rosenthal and any of our other officers and directors.
Mr. Rosenthal was appointed to the Nominating and Governance Committee, Audit Committee and Compensation Committee of the Board
of Directors. Mr. Rosenthal was appointed chair of the Nominating and Governance Committee.
There are no arrangements or understandings
between Mr. Rosenthal and any other persons, pursuant to which he was appointed as a director and he has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Rosenthal shall receive compensation
for his service as a director in the amount of (i) $1,500 per quarter and (ii) One Hundred Fifty Thousand (150,000) shares of the
Company’s restricted common stock, of which Forty-Two Thousand (42,000) shares shall vest immediately and Four Thousand Five
Hundred (4,500) shares will vest in twenty four (24) equal monthly installments commencing on the one month anniversary of the
grant date.
Set forth below is the biographical information
of the newly appointed director, as required by Item 401 of Regulation S-K.
Mr. Rosenthal, age 58, founded Tempest
Systems Inc. in 1986, a leading technology consultancy offering a wide range of services, from traditional business development
to relationship management and competitive intelligence, and has served as CEO from 1986 to the present. Mr. Rosenthal has also
served in senior management/advisory positions at Micro Focus and Computer Associates.