Current Report Filing (8-k)
November 19 2018 - 5:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
November 16, 2018
GENIUS
BRANDS INTERNATIONAL, INC.
(Name of registrant as specified in its
charter)
Nevada
(State or other jurisdiction of
Incorporation or organization)
131 S. Rodeo Drive, Suite 250
Beverly Hills, CA
(Address of principal executive offices)
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000-54389
(Commission File Number)
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20-4118216
(I.R.S. Employer
Identification Number)
90212
(Zip Code)
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Registrant’s telephone number,
including area code:
(310) 273-4222
(Former name or former address, if changed
since last report)
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 (
see
General
Instruction A.2. below):
☐
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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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On November 16, 2018,
Genius Brands International, Inc. (the “
Company
”) entered into an Amended and Restated Employment Agreement
(the “
Employment Agreement
”) with Andy Heyward, pursuant to which Mr. Heyward will continue to serve as the
Company’s Chief Executive Officer, effective as of November 16, 2018 (the “
Effective Date
”). The Employment
Agreement supersedes and replaces Mr. Heyward’s prior employment agreement, dated as of November 15, 2015.
Under the terms of
the Employment Agreement, Mr. Heyward will continue to perform his duties as the Company’s Chief Executive Officer with an
annual base salary of $300,000 (the “
Base Salary
”). The Employment Agreement is for a term of five (5) years
from the Effective Date, which term may only be extended by a written agreement between the parties (the “
Term
”).
Following the end of each fiscal year, and subject to the approval of the Compensation Committee of the Company’s Board of
Directors (the “
Compensation Committee
”), Mr. Heyward is eligible to receive a target bonus of 75% of the Base
Salary, which shall be determined by the Company based on Mr. Heyward’s performance, the performance of the Company and any
such other criteria as the Compensation Committee may consider in its sole discretion.
In connection with
Mr. Heyward’s execution of the Employment Agreement, Mr. Heyward is eligible to participate in the Company’s equity
compensation plans. As soon as reasonably practicable following the Effective Date, the Company is to grant Mr. Heyward an option
to purchase 70,000 shares of the Company’s common stock under the Company’s 2015 Incentive Plan, as amended. Mr. Heyward
is also entitled to producer fees from the Company of $12,400 per half-hour episode for each television series for which he provides
material production services as an executive producer, independent of his role as Chief Executive Officer.
Mr. Heyward’s
employment may be terminated either (i) upon the end of the Term, (ii) at any time by the Company for “Cause” (as defined
in the Employment Agreement) or (iii) upon an event of retirement, death or disability. Upon the termination or expiration of Mr.
Heyward’s employment with the Company and for a period of three (3) years thereafter, certain amounts paid to Mr. Heyward,
including any discretionary bonus and stock-based compensation, but excluding the Base Salary and reimbursement of certain expenses,
will be subject to the Company’s clawback right upon the occurrence of certain events which are adverse to the Company, including
a restatement of financial statements.
Under the Employment
Agreement, Mr. Heyward is also subject to confidentiality, non-competition and non-solicitation provisions and has agreed not to
compete with the Company during the term of his employment and for a period of twelve (12) months following the termination of
his employment.
The foregoing description
of the Employment Agreement is a summary of the material terms thereof and is qualified in its entirety by the complete text of
the Employment Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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The exhibit listed in the following Exhibit
Index is filed as part of this Current Report on Form 8-K.
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.
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GENIUS BRANDS INTERNATIONAL, INC.
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Date: November 19, 2018
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By: /s/ Robert L. Denton
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Name:
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Robert L. Denton
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Title:
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Chief Financial Officer
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