Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(d)
Election of Director
Emmit
J. McHenry
On
February 3, 2020, the board of directors (the “Board”) of the Company appointed Emmit J. McHenry as a member of the
Board, effective February 3, 2020. Mr. McHenry will hold office until his successor is elected and qualified or until he is removed
from office in accordance with the Company’s bylaws. It has not been determined whether Mr. McHenry will be named to any
Board committees.
There
are no arrangements or understandings between Mr. McHenry and any other persons pursuant to which he was appointed as a member
of the Board.
Mr.
McHenry and the Company entered into an invitation letter, dated February 3, 2020, in connection with Mr. McHenry’s appointment
(the “McHenry Invitation Letter”). Pursuant to the terms of the McHenry Invitation Letter, Mr. McHenry agreed to make
himself available on an as-needed basis for Board meetings by conference call, to execute written consents, and for such other
related matters as the Company may reasonably request. The Company and Mr. McHenry agreed to discuss compensation for Board service
at a future date.
There
are no family relationships between any of the Company’s directors or officers and Mr. McHenry. There are no related
party transactions involving Mr. McHenry that are reportable under Item 404(a) of Regulation S-K.
Judith
Muhlberg
Also
on February 3, 2020, the Board appointed Judith Muhlberg as a member of the Board, effective February 3, 2020. Ms. Muhlberg will
hold office until her successor is elected and qualified or until she is removed from office in accordance with the Company’s
bylaws. It has not been determined whether Ms. Muhlberg will be named to any Board committees.
There
are no arrangements or understandings between Ms. Muhlberg and any other persons pursuant to which she was appointed as a member
of the Board.
Ms.
Muhlberg and the Company entered into an invitation letter, dated February 3, 2020, in connection with Ms. Muhlberg’s appointment
(the “Muhlberg Invitation Letter”). Pursuant to the terms of the Muhlberg Invitation Letter, Ms. Muhlberg agreed to
make herself available on an as-needed basis for Board meetings by conference call, to execute written consents, and for such
other related matters as the Company may reasonably request. The Company and Ms. Muhlberg agreed to discuss compensation for Board
service at a future date.
There
are no family relationships between any of the Company’s directors or officers and Ms. Muhlberg. There are no related party
transactions involving Ms. Muhlberg that are reportable under Item 404(a) of Regulation S-K.
(c)
Election of Officer
Steven
M. Plumb
On
February 3, 2020, the Board appointed Steven M. Plumb to the role of Chief Financial Officer, effective February 3, 2020. Mr.
Plumb will perform the services and duties that are normally and customarily associated with the Chief Financial Officer position,
as well as other duties as the Board reasonably determines.
Steven
M. Plumb CPA, 60, has been the Chief Financial Officer of CorVitals of Texas, Inc., a private medical device company, since December
2018. He has served as the Chief Financial Officer of Yippy, Inc. (YIPI) from January 2010 to present. From May 2013 through February
2019, Mr. Plumb was the Chief Financial Officer of ProBility Media Corp. Prior to serving in such executive roles, Mr. Sullivan
held executive, auditor, directorship, consulting and/or ownership positions at Bering Exploration, Inc., Complexa, Inc., ADB
International Group, Inc., Galaxy Media & Marketing Corp, Oncolin Therapeutics, Inc., Striker Oil & Gas, Inc, HoustonPharma,
Inc., Hyperdynamics Corp., ADVENTRX Pharmaceuticals, Inc., Clear Financial Solutions, Inc., PriceWaterhouseCoopers and KPMG. Mr.
Plumb has a Bachelor of Business Administration degree from the University of Texas at Austin, Austin, Texas.
A
description of the Consulting Agreement between Vine and the Company, pursuant to which Mr. Plumb was appointed an executive officer,
is disclosed above in Item 1.01 and is incorporated herein in its entirety by this reference.
There
are no family relationships between any of the Company’s directors or officers and Mr. Plumb. There are no related party
transactions involving Mr. Plumb reportable under Item 404(a) of Regulation S-K.