Current Report Filing (8-k)
June 09 2022 - 04:16PM
Edgar (US Regulatory)
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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
Date of Report (Date of earliest event reported):
June 3, 2022
Redbox Entertainment Inc.
(Exact name of registrant as
specified in its charter)
Delaware (State or other jurisdiction
of incorporation ) |
001-39741 (Commission
File Number) |
85-2157010 (IRS Employer
Identification No.) |
1 Tower Lane, Suite 800
Oakbrook Terrace,
Illinois
60181
(Address, including Zip Code, of Principal Executive Offices)
|
(630)
756-8000 (Registrant’s telephone number, including area
code) |
Not Applicable
(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 |
Class A common stock, par value $0.0001 per
share |
|
RDBX |
|
The
Nasdaq Stock Market LLC |
Warrants to purchase Class A common stock |
|
RDBXW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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. |
On June 3, 2022, the Board of Directors (the “Board”) of
Redbox Entertainment Inc. (the “Company”) approved and adopted the
Redbox Key Employee Retention Plan (the “KERP”), which will provide
certain Company employees with awards totaling $3,600,000. KERP
participants will receive payments in two equal installments, the
first to occur within 30 days following the closing of the
Company’s previously announced merger with Chicken Soup for the
Soul Entertainment Inc. (“CSSE”) and the second to occur within 30
days following the date that is 60 days after the closing of the
CSSE merger. Refer to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 11,
2022 for additional information regarding the CSSE merger. Payment
of either installment is subject to continued employment through
the respective payment date, except that if any KERP participant is
terminated without cause by either the Company or CSSE (as
determined by the Company in its sole discretion) prior to either
payment date, then payment of the outstanding balance of the
respective KERP award shall be made to the terminated participant
within 30 days following the date of such termination. The
participant will forfeit the remaining balance of his or her KERP
award if the participant is terminated for cause or voluntarily
terminates his or her employment with the Company. The KERP was
formulated with the input and based upon the recommendations of the
independent compensation consultant of the Compensation Committee
of the Board.
The following sets forth the individual amounts awarded under the
KERP to the Company’s Named Executive Officers: for Galen Smith,
$550,000, for Jason Kwong, $300,000 and for Michael Chamberlain
$250,000.
Named
Executive Officer |
|
Retention Award Amount |
|
Smith,
Galen C. |
|
$ |
550,000 |
|
|
|
|
|
|
Kwong, Jason K. |
|
$ |
300,000 |
|
|
|
|
|
|
Chamberlain, Michael
D. |
|
$ |
250,000 |
|
SIGNATURES
Pursuant to the requirement 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.
Date: June 9,
2022 |
REDBOX
ENTERTAINMENT INC. |
|
|
|
|
By: |
/s/ Frederick W.
Stein |
|
|
Frederick W.
Stein |
|
|
Chief Legal
Officer and Secretary |
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