Item
5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 19, 2022, the Eighth Judicial District Court located in Clark County, Nevada (the “Court”) issued an order, that,
among other things, directs the Company to (i) recognize John Colucci and Lisa King as co-CEOs of Vinco Ventures, Inc. (the “Company”)
pending further order of the Court and (ii) appoint Ross Miller, Esq., as an interim, neutral, and independent party to serve as a third
co-CEO of the Company pending further order of the Court. As a result of the Court’s order, Ms. King was re-instated as co-CEO
and Mr. Miller was first appointed as co-CEO on August 19, 2022.
Lisa
King, age 53, was elected to serve on the Company’s Board of Directors on October 14, 2021. Ms. King also served as the
Company’s Chief Executive Officer, President from October 14, 2021 through sometime in late July, 2022. Ms. King was
recognized as the Company’s co-Chief Executive Officer by the Court’s August 19, 2022 order. Ms. King has more than 25
years of professional experience as a marketing and branding leader, C-suite executive, and consultant. From January 2021 until October
2021, Ms. King served as the Chief Executive Officer of ZASH, where she, together with ZASH’s corporate founders, led the development
of ZASH’s short- and long-term business strategies. From June 2021 Ms. King has served as one of ZASH’s designees to the
board of managers of ZVV, and as of December 30, 2021, Ms. King resigned as ZASH’s designee to the board of managers of ZVV and
was appointed as one of our appointees to the board of managers of ZVV. Ms. King is currently the Chairman, Chief Executive Office and
controlling stockholder of Magnifi U Inc., a company that provides a learning experience platform for personal and professional development,
which she founded in August 2020, of which ZASH is a minority stockholder and the Company is a lender. From January 2018 to December
2020, Ms. King served as the President of Daneli Partners, LLC, a leadership development company she co-founded. From June 2014 to January
2018, Ms. King served as the Managing Partner for Chase Design, a design consulting firm for consumer packaged goods companies, where
she was in charge of global markets, sales and planning as well as customer business development. From June 2004 to May 2018, she served
as the Senior Vice President of Marketing and as Creative Director for Raymour & Flanigan Furniture, an American furniture retail
chain. Her other previous positions included serving as the Vice President of Advertising for Galyan’s Sports & Outdoor Adventure
and as the Director of Advertising for Dick’s Sporting Goods. Ms. King is the author of the book, “Just Do You: Authenticity,
Leadership and Your Personal Brand.” Ms. King received a Bachelor of Science degree in Business Administration from Indiana Wesleyan
University in 2003.
Related
Party Transactions
There
is no arrangement or understanding between Ms. King and any other persons pursuant to which Ms. King was appointed as co-CEO. There are
no family relationships between Ms. King and any director, executive officer or person nominated or chosen by the Company to become a
director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933
(“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction
in which Ms. King had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K, except for certain
loans from the Company to Magnifi U, Inc., an entity that Ms. King founded and serves as the CEO, as previously disclosed by the Company,
in original principal amount of $1,500,000 and advances of approximately $1,550,000 from the Company to Magnifi U, which advances were
used to pay Magnifi U’s payroll, benefits and other operating expenses.
Ms.
King will be paid a salary of $385,000 for her role as the Company’s co-CEO. The Company and Ms. King have not entered
into an employment agreement at this time.
Ross Miller, age 46, is currently
a consultant for Silver Palm Group and serves an elected County Commissioner for Clark County, Nevada. He has previously served
as President and CEO of BKB Global, a wholly owned subsidiary of DirecTV, and as Senior VP and General Counsel of Paragon Gaming, an
international casino gaming company based in Las Vegas. Prior to that, he was elected Nevada’s Secretary of State from 2007 until
2014. His leadership is nationally recognized, as he was named a “Top 10 Rising Political
Star” by the Washington Post, was selected as one of “24 Rising Stars in American Governance” by the Aspen Institute
and was awarded a Rodel Fellowship in Public Leadership. He obtained his BA from Stanford University and holds JD and MBA
degrees from Loyola Marymount University.
Related
Party Transactions
There
is no arrangement or understanding between Mr. Miller and any other persons pursuant to which Mr. Miller was appointed as co-CEO. There
are no family relationships between Mr. Miller and any director, executive officer or person nominated or chosen by the Company to become
a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933
(“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction
in which Mr. Miller had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
The Company and Mr. Miller have not entered
into an employment agreement at this time.