Current Report Filing (8-k)
February 04 2021 - 5:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 4, 2021 (February 1, 2021)
ISUN,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-37707
|
|
47-2150172
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification Number)
|
400
Avenue D, Suite 10, Williston, Vermont 05495
(Address
of Principal Executive Offices) (Zip Code)
(802)
658-3378
(Registrant’s
telephone number, including area code)
THE
PECK COMPANY HOLDINGS, INC.
4050
Williston Road, Suite 511, South Burlington, Vermont 05403
(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:
[ ]
|
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))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, $0.0001 par value per share
|
|
ISUN
|
|
NASDAQ
Capital Market
|
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.
(d)
Election of New Director
On
February 1, 2021, the Board of Directors (the “Board”) of iSun, Inc. (“iSun” or the “Company”)
appointed Claudia M. Meer as a member of the Board, effective February 1, 2021. The Board determined that Ms. Meer qualifies as
“independent” in accordance with the published listing requirements of Nasdaq. Ms. Meer has been appointed to the
Company’s Compensation Committee, Nominating/Corporate Governance Committee and Audit Committee. Ms. Meer’s appointment
to the Board brings the Company into compliance with Nasdaq’s independent director and audit committee requirements as set
forth in Listing Rule 5605.
Ms.
Meer has more than 30 years’ experience in corporate finance, strategy, creative deal structuring and executive leadership
in real estate, hospitality, telecom, and financial services industries. For the past twelve years she has driven financial transactions
in the clean energy industry. Ms. Meer formerly served as Chief Investment Officer & Chief Financial Officer at AlphaStruxure,
a venture created in early 2019 by the Carlyle Group and Schneider Electric to develop and fund clean energy infrastructure. Ms.
Meer is qualified to serve on finance and audit committees as a financial expert.
Ms.
Meer will receive the standard compensation amounts payable to non-employee directors of the Board. Pursuant to these arrangements,
commencing in February 2021, Ms. Meer will be paid (i) an annual retainer in the amount of $36,000 for Board membership, inclusive
of all Board meetings and committee meetings; (ii) an annual retainer in the amount of $10,000 for service as chairwoman of the
Audit Committee; and (iii) a one-time grant of three thousand restricted shares of iSun Common Stock to vest proportionally over
her term.
Item
8.01. Other Events
Committees
of our Board of Directors
Our
Board has the authority to appoint committees to perform certain management and administration functions. As of February 1, 2021,
the Board has reorganized its Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee. The composition
and responsibilities of each committee are described below. Members serve on these committees until their resignation or until
otherwise determined by the Board.
Audit
Committee
Our
Audit Committee assists the Board with oversight of matters relating to accounting, internal control, auditing, financial reporting,
risk, and legal and regulatory compliance. The Committee oversees the audit and other services provided by our independent registered
public accounting firm and is directly responsible for the appointment, independence, qualifications, compensation, and oversight
of our independent registered public accounting firm, which reports directly to the Committee. The Committee also oversees our
internal audit function.
The
members of our Audit Committee are Claudia Meer (chairwoman), Stewart Martin, and Daniel Dus, each of whom satisfies the independence
requirements under the Nasdaq listing requirements and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (“Exchange
Act”). Our Board has determined that Ms. Meer is an “audit committee financial expert” within the meaning of
SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with
audit committee requirements. In arriving at this determination, our Board has examined each Audit Committee member’s professional
experience and the nature of their employment in the corporate finance sector.
Compensation
Committee
Our
Compensation Committee approves the compensation of our chief executive officer and our other executive officers, administers
our executive benefit plans, including the granting of awards under our incentive compensation plan, and advises the Board on
director compensation.
The
members of our Compensation Committee are Stewart Martin (chairman), Daniel Dus, and Claudia Meer, each of whom our Board has
determined to be independent under the Nasdaq listing requirements, a “non-employee director” as defined in Rule 16b-3
promulgated under the Exchange Act, and an “outside director” as that term is defined in Section 162(m) of the Internal
Revenue Code of 1986.
Nominating/Corporate
Governance Committee
Our
Nominating/Corporate Governance Committee identifies individuals qualified to become members of our Board, recommends candidates
for election or reelection to our Board, oversees the evaluation of our Board, and advises our Board regarding committee composition
and structure and other corporate governance matters.
The
members of our Nominating/Corporate Governance Committee are Daniel Dus (chairman), Stewart Martin, and Claudia Meer, each of
whom our Board has determined to be independent under the Nasdaq listing requirements.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits
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.
Dated:
February 4, 2021
|
iSun,
Inc.
|
|
|
|
|
By:
|
/s/
Jeffrey Peck
|
|
Name:
|
Jeffrey
Peck
|
|
Title:
|
Chief
Executive Officer
|
iSun (NASDAQ:ISUN)
Historical Stock Chart
From Mar 2024 to Apr 2024
iSun (NASDAQ:ISUN)
Historical Stock Chart
From Apr 2023 to Apr 2024