Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported by Enterprise Diversified, Inc. (the “
Company
”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2018, Jeremy K. Gold had notified the Company on October 4, 2018 of his resignation as a Director of the Company, which was to become effective on November 8, 2018 prior to the regular meeting of the Board of Directors then-scheduled for that date. Accordingly, Mr. Gold’s resignation as a Director of the Company, including as to his membership on the Governance, Compensation and Nomination Committee of the Board of Directors (the “
GCN Committee
”) and his membership on, and his office as the Chairman of, the Audit Committee of the Board of Directors (the “
Audit Committee
”), became effective on Thursday, November 8, 2018, prior to the meeting of the Board of Directors on that date. As previously reported, Mr. Gold’s resignation was for various personal reasons, and was not on account of any disagreement with the Board of Directors or the Company concerning any matter relating to the Company’s operations, policies or practices, or otherwise.
In addition, Jeffrey I. Moore has resigned as a Director of the Company, following notice of resignation tendered to the Company on Saturday, November 3, 2018. Mr. Moore’s resignation was effective on Thursday, November 8, 2018, also prior to the meeting of the Board of Directors on that date. While the timing of Mr. Moore’s resignation coincided with the matters previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2018 concerning the Company’s wholly-owned subsidiary, Mt Melrose, LLC, Mr. Moore’s resignation was not on account of any disagreement with the Board of Directors or the Company concerning any matter relating to the Company’s operations, policies or practices, or otherwise. Mr. Moore provided commentary concerning these matters in the Company’s November 7, 2018 press release, as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2018.
On Thursday, November 8, 2018, the Board of Directors of the Company, acting unanimously, appointed Chief Executive Officer, G. Michael Bridge, as and to serve as a Director of the Company for an interim term expiring at the 2019 Annual Meeting of Stockholders, filling one of the two vacancies on the Board of Directors occurring as a result of the above-noted resignations of Mr. Gold and Mr. Moore. Mr. Bridge does not have any material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Bridge and any other person pursuant to which he was appointed as a Director.
Also on Thursday, November 8, 2018, the Board of Directors of the Company, acting unanimously, appointed Director, Jeremy K. Deal, to serve as the Chairman of the Audit Committee, filling the vacancy in that office occurring as a result of the above-noted resignation of Mr. Gold. Mr. Deal has been a member of the Audit Committee since March 29, 2018, and in addition to now serving as the Chairman of the Audit Committee, Mr. Deal continues to be a member of, and to serve as the Chairman of, the GCN Committee, as well.
By virtue of the above matters, the Company currently has one vacancy on its Board of Directors, and the Board of Directors currently has one vacancy on its GCN Committee. The Board of Directors of the Company currently is evaluating the appropriate criteria for its consideration of candidates to fill such vacancy.