ENSV ENSERVCO Corporation

false 0000319458 0000319458 2022-04-22 2022-04-22

 

 

 

 

 

 

 

Pursuant to Section 13 or 15(d)

 

 

 

 

 

14133 County Road 9½

 

 

(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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐

 

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. ☐

 

 

 

Mark Patterson, 59, the Company’s Senior Vice President, will be appointed as Chief Financial Officer of the Company effective April 22, 2022. Mr. Patterson will receive an annual base salary of $175,000 and will be eligible for an annual discretionary bonus of between 10% and 30% of his base salary. As a material incentive for entering his employment with the Company, on April 15, 2022, the Company will grant Mr. Patterson a 300,000 share restricted stock award that will be subject to transfer and forfeiture restrictions that will lapse in three equal installments of 100,000 restricted shares on each of July 1, 2022, January 1, 2023, and January 1, 2024, subject to his continuous service through each vesting date. The restricted stock award is an incentive to Mr. Patterson’s commencing employment in his new positions and is not being granted under the Company’s 2016 Equity Incentive Plan.

 

Additionally, the Company will grant Mr. Patterson a 45,000 share restricted stock award on April 22, 2022, which will be subject to transfer and forfeiture restrictions that will lapse in three equal installments of 15,000 restricted shares on each of July 1, 2022, January 1, 2023, and January 1, 2024, subject to his continuous service through each vesting date. Such restricted stock award will be issued pursuant to the Company’s 2016 Equity Incentive Plan.

 

The vesting of all such shares of restricted stock would accelerate upon any termination or constructive termination of his employment with the Company without cause that occurs within one year a change of control of the Company .

 

Mark Patterson was formerly a member of the Board of Directors and Chief Financial Officer of Express 1- Expedited Solutions (now known as XPO Logistics, Inc.). Previously, Mr. Patterson was Executive Vice-President, Chief Financial Officer, and Chief Operating Officer of All State Express. Before that, Mr. Patterson was Chief Financial Officer and acting Chief Executive Officer of Transcard LLC, a financial technology company.

 

Effective April 22, 2022, Richard Murphy will serve as the Company’s interim Principal Financial Officer and Principal Accounting Officer until such time as the Company’s Form 10-K for fiscal year ended December 31, 2021 and the restated quarterly reports on Form 10-Q for the fiscal quarters ended each of March 31, 2021, June 30, 2021 and September 30, 2021 are filed with the Securities Exchange Commission. After such filings, Mark Patterson will assume the position as the Company’s Principal Financial Officer and Principal Accounting Officer.