SPAR Group, Inc. (NASDAQ: SGRP), a leading global provider of
merchandising and marketing services, announced today that Mr.
Arthur H. Baer, Mr. Igor Novgorodtsev, and Mr. Jeffrey A. Mayer,
have resigned from the Corporation's Board of Directors, effective
June 9, 2021.
The management of the Corporation would like to thank Mr. Baer,
Mr. Novgorodtsev, and Mr. Mayer for their service on the Board and
their professional contributions. They provided experience and
counsel that helped shape the Company for the future and rebuilt
the Company's leadership team. Their commitment to governance and
board independence was highly valued.
Although the resigning Independent Directors expressed
confidence in the CEO and the management team, as well as their
respect and admiration for the fine leadership of the Company’s
international and domestic joint venture partners, in their
resignation letter to the Corporation, the resigning Independent
Directors said they were concerned over efforts by the Company’s
two major shareholders that they believe could weaken Board
independence, interfere with the operations of the Company's
business, and adversely affect the Company's liquidity and minority
shareholders.
The Company has provided Nasdaq with a notice that it would be
temporarily out of compliance with Nasdaq Listing Rule 5605(b)(1)
requiring that Independent Directors constitute a majority of the
Company's Board, and temporarily out of compliance with Nasdaq
Listing Rule 5605(c) requiring that an audit committee have at
least three members and the members each be independent directors.
The Corporation has begun a search for three new directors to fill
vacancies on the Board and regain compliance with Nasdaq listing
rules.
Additional details are available on a form 8k filed with the
Securities and Exchange Commission.
About SPAR Group
SPAR Group is a leading global merchandising and
marketing services company, providing a broad range of services to
retailers, manufacturers and distributors around the world. With
more than 40 years of experience, 25,000+ merchandising specialists
around the world, an average of 200,000+ store visits a week and
long-term relationships with some of the world’s leading
manufacturers and retail businesses. SPAR Group provides
specialized capabilities across 9 countries and 4 continents.
For more information, please visit the SPAR Group's website at
http://www.sparinc.com.
Contact:Dave Mossberg(817) 310-0051
Forward-Looking Statements
This Press Release contains, and the above
referenced recorded comments, will contain "forward-looking
statements" within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, made by, or respecting,
SPAR Group, Inc. ("SGRP") and its subsidiaries (together with SGRP,
“SPAR”, "SPAR Group" or the "Company"), to be filed shortly in a
Current Report on Form 10-Q by SGRP with the Securities and
Exchange Commission (the "SEC"). There also are forward-looking
statements contained in SGRP's Annual Report on Form 10-K for
its fiscal year ended December 31, 2020, as filed with the SEC on
March 31, 2021, and SGRP's First Amendment to Annual Report on Form
10-K/A for the year ended December 31, 2020, as filed with the SEC
on April 29, 2021 (as so amended, the "Annual Report"), in
SGRP's definitive Proxy Statement respecting its Annual Meeting of
Stockholders to be held in July of 2021, which SGRP plans to file
with the SEC in June of 2021 (the "Proxy Statement"), and the
SGRP's Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other reports and statements as and when filed with the SEC
(including the Quarterly Report, the Annual Report and the Proxy
Statement, the Information Statement, the Second Special Meeting
Proxy/Information Statement, each a "SEC Report"). "Forward-looking
statements" are defined in Section 27A of the Securities Act of
1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and other applicable federal and state securities laws, rules and
regulations, as amended (together with the Securities Act and
Exchange Act, the "Securities Laws").
The forward-looking statements made by the
Company in this Press Release may include (without limitation) any
expectations, guidance or other information respecting the pursuit
or achievement of the Company's corporate strategic objectives. The
Company's forward-looking statements also include, in particular
and without limitation, those made in "Business", "Risk Factors",
"Legal Proceedings", and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Annual
Report. You can identify forward-looking statements in such
information by the Company's use of terms such as "may", "will",
"expect", "intend", "believe", "estimate", "anticipate",
"continue", "plan", "project" or similar words or variations or
negatives of those words.
You should carefully consider (and not place
undue reliance on) the Company's forward-looking statements, risk
factors and the other risks, cautions and information made,
contained or noted in or incorporated by reference into this Press
Release, the Annual Report, the Proxy Statement and the other
applicable SEC Reports that could cause the Company's actual
performance or condition (including its assets, business, clients,
capital, cash flow, credit, expenses, financial condition, income,
liabilities, liquidity, locations, marketing, operations,
performance, prospects, sales, strategies, taxation or other
achievement, results, risks, trends or condition) to differ
materially from the performance or condition planned, intended,
anticipated, estimated or otherwise expected by the Company
(collectively, "expectations") and described in the information in
the Company's forward-looking and other statements, whether express
or implied. Although the Company believes them to be reasonable,
those expectations involve known and unknown risks, uncertainties
and other unpredictable factors (many of which are beyond the
Company's control) that could cause those expectations to fail to
occur or be realized or such actual performance or condition to be
materially and adversely different from the Company's expectations.
In addition, new risks and uncertainties arise from time to time,
and it is impossible for the Company to predict these matters or
how they may arise or affect the Company. Accordingly, the Company
cannot assure you that its expectations will be achieved in whole
or in part, that the Company has identified all potential risks, or
that the Company can successfully avoid or mitigate such risks in
whole or in part, any of which could be significant and materially
adverse to the Company and the value of your investment in SGRP's
Common Stock.
You should also carefully review the risk
factors described in the Annual Report (See Item 1A – Risk Factors)
and any other risks, cautions or information made, contained or
noted in or incorporated by reference into the Annual Report, the
Proxy Statement or other applicable SEC Report. All forward-looking
and other statements or information attributable to the Company or
persons acting on its behalf are expressly subject to and qualified
by all such risk factors and other risks, cautions and
information.
The Company does not intend or promise, and the
Company expressly disclaims any obligation, to publicly update or
revise any forward-looking statements, risk factors or other risks,
cautions or information (in whole or in part), whether as a result
of new information, risks or uncertainties, future events or
recognition or otherwise, except as and to the extent required by
applicable law.
Spar (NASDAQ:SGRP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Spar (NASDAQ:SGRP)
Historical Stock Chart
From Apr 2023 to Apr 2024