Current Report Filing (8-k)

UNITED STATES

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

September 29, 2020

Date of Report (Date of earliest event reported)

STAFFING 360 SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-37575	68-0680859

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

641 Lexington Avenue

27th Floor

New York, NY 10022

(Address of principal executive offices)

(646) 507-5710

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		STAF		NASDAQ

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Staffing 360 Solutions, Inc. 2020 Omnibus Incentive Plan

On September 29, 2020, Staffing 360 Solutions, Inc. (the “Company”) held its 2020 virtual annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the 2020 Omnibus Incentive Plan (the “Plan”), pursuant to which the Company may grant equity incentive awards to key employees, key contractors, and non-employee directors of the Company. The Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly or in combination, and that may be paid in cash, shares of the Company’s common stock, or a combination of cash and common stock. A total of 750,000 shares of common stock are reserved for grant under the Plan, plus any Prior Plan Awards (as defined in the Plan), subject to adjustment in certain circumstances to prevent dilution or enlargement. The Plan had been previously approved by the Company’s board of directors (the “Board”) on June 30, 2020, subject to stockholder approval, and will terminate on June 30, 2030.

The description of the Plan and such portions of the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on August 14, 2020 are qualified in their entirety by reference to the full text of the Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Board approved forms of restricted stock award agreement, incentive stock option agreement and nonqualified stock option agreement pursuant to the authority set forth in the Plan, copies of which are filed as Exhibits 10.2, 10.3 and 10.4 to this report and incorporated herein by reference.

Election of Directors

As previously reported in the Proxy Statement, the terms of the Company’s Class II directors, Jeff Grout and Alicia Barker, and Non-Classified Director, Brendan Flood, were scheduled to expire at the Annual Meeting, and the Board nominated for re-election at the Annual Meeting Jeff Grout and Alicia Barker as Class II directors and Brendan Flood as Non-Classified director.

At the Annual Meeting, Mr. Grout and Ms. Barker were elected as Class II directors of the Board to serve for a term expiring at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) or until his or her successor is elected or qualified. At the Annual Meeting, Mr. Flood was elected as Non-Classified director of the Board to serve for a term expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) or until his or her successor is elected or qualified.

For more information about the matters above, see the Company’s Proxy Statement, the relevant portions of which are incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. The final voting results are as follows:

Elect Jeff Grout and Alicia Barker as Class II Directors to serve until the 2022 Annual Meeting, and to elect Brendan Flood as a Non-Classified Director to serve until the 2021 Annual Meeting, or until successors have been duly elected and qualified.

For

Against

Abstain

Broker non-votes

Jeff Grout (Class II Director)

1,636,353

391,098

18,960

3,049,954

Alicia Barker (Class II Director)

1,768,831

258,620

18,960

3,049,954

Brendan Flood (Non-Classified Director)

1,718,406

310,145

17,860

3,049,954

To approve the Plan.

For

Against

Abstain

Broker non-votes

1,541,602

458,079

46,730

3,049,954

Ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the 2020 fiscal year.

For

Against

Abstain

4,800,610

230,916

64,839

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
10.1	2020 Omnibus Incentive Plan
10.2	Form of Restricted Stock Award Agreement
10.3	Form of Incentive Stock Option Agreement
10.4	Form of Nonqualified Stock Option Agreement

SIGNATURES

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.