Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Resignation
of Director
On
June 9, 2021, Lance Galey, a member of the Board of Directors (the “Board”) of urban-gro, Inc. (the “Company”)
and a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board,
resigned from such positions. Mr. Galey’s resignation from the Board did not involve any disagreement with the Company,
the Company’s management, or the Board.
Appointment
of Directors
On
June 9, 2021, the Board appointed Anita Britt and David Hsu as directors, each to hold office until the Company’s 2022 annual
meeting of stockholders or until his or her successor is duly elected and qualified.
In
connection with Ms. Britt’s appointment to the Board, Ms. Britt was appointed to the Audit Committee, the Compensation Committee,
and the Nominating and Corporate Governance Committee of the Board. Additionally, Ms. Britt, who meets the requirements of Item
407(d)(5)(ii) of Regulation S-K as an “audit committee financial expert,” will serve as the chair of the Audit Committee
of the Board. In connection with Mr. Hsu’s appointment to the Board, Mr. Hsu was appointed to the Audit Committee and the
Compensation Committee of the Board.
Anita
D. Britt, age 57, currently serves as a member of the board of directors of Smith & Wesson Brands, Inc. (“Smith &
Wesson”), a position she has held since February 2018. Ms. Britt also serves as the chairperson of the audit committee of
the board of directors of Smith & Wesson. Ms. Britt served as Chief Financial Officer of Perry Ellis International, Inc.,
a publicly traded apparel company, from March 2009 until her retirement in March 2017. From August 2006 to February 2009, Ms.
Britt served as Executive Vice President and Chief Financial Officer of Urban Brands, Inc., a privately held apparel company.
From 1993 to 2006, Ms. Britt served in various positions, including that of Executive Vice President, Finance, for Jones Apparel
Group, Inc., an apparel company. Since August 2018, Ms. Britt has served as a member of the board of directors of Delta Apparel,
Inc., a New York Stock Exchange-listed designer, manufacturer, and marketer of lifestyle basics and branded active wear apparel,
headwear, and related accessory products (“Delta Apparel”), and is a member of the audit committee and the corporate
governance committee of the board of directors of Delta Apparel. Ms. Britt previously served on the board of trustees and the
finance committee of St. Thomas University from April 2013 to January 2018 and as its Chief Financial Officer from January 2018
to March 2018. Ms. Britt is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants
and the Pennsylvania Institute of Certified Public Accountants. Ms. Britt is also a Board Leadership Fellow, as designated by
the National Association of Corporate Directors.
David Hsu, age 39, previously served as the Chief
Operating Officer of The Cronos Group, a leading global cannabinoid company (“Cronos”), from 2016 to 2019. While at Cronos,
Mr. Hsu’s primary duties included overseeing all of Cronos’s operations including construction, cultivation, and manufacturing.
Prior to joining Cronos, from 2006 to 2016, Mr. Hsu served in various roles with CRG Partners (“CRG”), and later Deloitte
upon Deloitte’s acquisition of CRG in 2012, including as Vice President, where he operated and managed distressed companies with
revenues of more than $500.0 million. Mr. Hsu received his Bachelor of Science in Business Management from Babson College in 2003 and
holds a Certification in Artificial Intelligence: Business Strategies and Applications from the University of California Berkley, which
he received in 2020. Mr. Hsu also received a Certification in Financing and Deploying Clean Energy from Yale University,
which he received in 2021.
Neither
Ms. Britt nor Mr. Hsu have any family relationships with any of the Company’s directors or executive officers or any people
nominated or chosen by the Company to become a director or executive officer. Neither Ms. Britt nor Mr. Hsu are a party to any
transactions described by Item 404(a) of Regulation S-K.
The
Company issued a press release regarding Ms. Britt’s and Mr. Hsu’s appointments on June 14, 2021. The full text of
the press release is furnished as Exhibit 99.1 to this Report.