Current Report Filing (8-k)
January 10 2022 - 7:46AM
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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):
January 10, 2022
Whole Earth Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38880
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38-4101973
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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125 S. Wacker Drive
Suite 3150
Chicago, IL 60606
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (312) 840-6000
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:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common stock, par value $0.0001 per share
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FREE
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The NASDAQ Stock Market LLC
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Warrants to purchase one-half of one share of common stock
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FREEW
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The NASDAQ Stock Market LLC
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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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January
10, 2022, Whole Earth Brands, Inc. (the “Company”) announced that the board of directors (the “Board”) appointed
Mr. Duane Portwood as Chief Financial Officer of the Company, effective immediately.
Mr. Portwood,
age 55, previously served as the Chief Financial Officer of Tegra Global, a sports apparel manufacturer, where he oversaw all aspects
of accounting and reporting, including internal and external reporting, financial controls, and compliance from July 2021 until December
2021. Prior to Tegra, Mr. Portwood was the Executive Vice President & Chief Financial Officer of Akorn, Inc., a generics pharmaceuticals
manufacturer, from 2015 to July 2021. Prior to Akorn, Mr. Portwood was the Vice President & Corporate Controller of Home Depot, Inc.
from 2006 to 2015, where he was responsible for all of Home Depot’s accounting and financial reporting functions, as well as its
financial operations and internal controls. Mr. Portwood also served in a number of accounting and finance leadership roles of increasing
responsibility, including Corporate Controller, with the Wm. Wrigley Jr. Company from 1999 to 2006. Mr. Portwood started his career with
PricewaterhouseCoopers LLP, where he held numerous leadership positions in their audit and transaction support practices. Mr. Portwood
holds an M.B.A. with Honors from the University of Chicago Booth School of Business and a B.S. in Business Administration from the University
of Montana. Mr. Portwood is a Certified Public Accountant (inactive).
Mr. Portwood’s
annual compensation will consist of a base salary of $435,000 and he is eligible to participate in the 2023 salary increase cycle subject
to his individual performance and business performance. At the end of each calendar year while employed, Mr. Portwood will also be eligible
for a discretionary performance bonus with a target level equal to 60% of his base salary beginning with the 2022 bonus year. Mr. Portwood
will also receive a signing bonus of $225,000 comprised of $100,000 in cash and $125,000 in restricted stock units (the “RSUs”)
that vest one year from the grant date. Additionally, Mr. Portwood will be eligible to participate in the Company’s 2022 long-term
incentive plan in which Mr. Portwood’s target award value will be $652,500, comprised of 50% of
RSUs and 50% performance stock units vesting over three years, based upon growing the enterprise value of the Company. Mr. Portwood will
also be entitled to additional benefits under the Company’s employee benefit plans including, but not limited to, any 401(k) plan,
life insurance, disability insurance, and health insurance. The foregoing description of Mr. Portwood’s compensation is qualified in its entirety by his offer letter.
There are no family relationships between Mr. Portwood
and any of the Company’s current executive officers or directors. Mr. Portwood is not a party to any transaction with the Company
that might require disclosure under Item 404(a) of Regulation S-K.
On January
10, 2022, the Company issued a press release announcing Mr. Portwood as its Chief Financial Officer. The press release is attached hereto
as Exhibit 99.1. The information included in the press release in Exhibit 99.1 shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934,
as amended.
Item 9.01.
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Financial Statements and Exhibits.
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(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.
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Whole Earth Brands, Inc.
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Dated: January 10, 2022
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By:
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/s/ Brian Litman
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Name:
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Brian Litman
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Title:
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Chief Accounting Officer (Principal Financial and Accounting Officer)
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