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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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[ ] |
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 |
