Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Officers
On
April 10, 2021, the Board appointed (i) Tobias Welo as Chairman of the Board and interim Chief Executive Officer, President and
Secretary of the Company, and (ii) Mary Pat Thompson as Chief Financial Officer and Treasurer of the Company, effective immediately.
Edward J. Fred, the Company’s previous Chief Financial Officer and Treasurer and interim Chief Executive Officer and President,
remains an employee of the Company.
Mr.
Welo, 48, is the Chief Executive Officer and Founder of Artful Jaunts, LLC, a travel company which offers trips focused on luxury
art experiences. Mr. Welo served as a director of the Company during December 2020. Before founding Artful Jaunts, from 2005 to
2018 Mr. Welo served as sector leader at Fidelity Management & Research (FMR) for industrials and materials, which included
chemicals and industrial gases, and as a portfolio manager of the materials fund, which included in-depth coverage of the industrial
gas sector. Before joining FMR, Mr. Welo served as a director, equity analyst/portfolio manager at Blackrock from 2002 to 2005.
Mr. Welo earned a B.A. from Pomona College and an MBA from the Wharton School at the University of Pennsylvania and is a chartered
financial analyst.
Ms.
Thompson, 58, has served as a consultant at Bruckmann, Rosser, Sherrill & Co., a private equity firm, since 2019. Ms. Thompson
previously served as the Company’s Chief Financial Officer and Treasurer from November 2020 to December 2020 and as a director
during December 2020, and as Senior Vice President of Finance and Administration and Chief Financial Officer of MWI Animal Health
from August 2005 through her retirement in October 2018, with oversight of finance, inventory management, information technology,
and human resources. Ms. Thompson also served as Vice President, Secretary and Chief Financial Officer of MWI Animal Health from
June 2002 to August 2005. Since 2015 she has served on Zion’s Bank Business Advisory Board and the San Francisco Reserve’s
12th District Economic Advisory Council, where she was Chairperson for 2019. Additionally she serves on the boards of Regence
Blueshield of Idaho and the University of Idaho’s College of Business and Economics Advisory Board, and served on the board
of H&E Equipment Services until March 31, 2021, and is past President of the American Veterinary Distributers Association
and the 2019 recipient of the Sundance Film Festival Women’s Leadership Award. Ms. Thompson graduated Summa Cum Laude from
the University of Idaho with a B.S. in accounting and is a licensed Certified Public Accountant in Idaho.
There
are no family relationships between either of Mr. Welo or Ms. Thompson and any of the Company’s directors or executive officers.
There have been no related party transactions involving Mr. Welo or Ms. Thompson (or any of their respective immediate family
members) required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than Mr. Welo’s purchase of 166,666 shares
of the Company’s common stock for an aggregate purchase price of $1,250,000 in private placements that closed in October
2020 and November 2020 and Ms. Thompson’s purchase of 13,333 shares of the Company’s common stock for an aggregate
purchase price of $100,000 in a private placement that closed in November 2020.
Mr.
Welo’s compensation for his service as interim Chief Executive Officer, President and Secretary of the Company has not yet
been determined. Other than Ms. Thompson’s annual base salary of $250,000, Ms. Thompson’s compensation arrangements
for her service as the Company’s Chief Financial Officer and Treasurer have not yet been determined. The Company will file
an amendment to this Current Report on Form 8-K within four business days of the determination of Mr. Welo’s and Ms. Thompson’s
compensation.
Also
on April 10, 2021, the Board suspended Tyler B. Wilson, the Company’s Vice President, Secretary and General Counsel and
former Chief Financial Officer and Treasurer, with pay, pending an investigation to be led by the Company’s Nominating and
Corporate Governance Committee.
Committee
Membership
On
April 10, 2021, the Board reconstituted the membership of the Board’s committees, as follows:
Director
|
|
Audit
Committee
|
|
Compensation
Committee
|
|
Nominating
and Corporate Governance Committee
|
Andrew
McCormick
|
|
X
|
|
X
|
|
Chair
|
Peter
Molloy
|
|
|
|
X
|
|
|
Mary
Pat Thompson
|
|
|
|
|
|
X
|
Sergey
Vasnetsov
|
|
X
|
|
Chair
|
|
|
Tobias
Welo
|
|
X
|
|
X
|
|
X
|
Thomas
Wetherald
|
|
Chair
|
|
|
|
X
|
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
April 10, 2021, the Board amended the Company’s Amended and Restated Bylaws, effective immediately, (i) to declassify the
Board so that all directors are elected on an annual basis and (ii) to reduce the supermajority shareholder vote required to remove
any individual director or directors from the Board from three-fourths of the then-outstanding shares of capital stock of the
Company entitled to vote generally at an election of directors to a majority of the then-outstanding shares of capital stock of
the Company entitled to vote generally at an election of directors.
The
foregoing summary of the amendments is qualified in its entirety by reference to, and should be read in conjunction with, the
complete text of the amendments, a copy of which is filed herewith as Exhibit 3.1. The Company will file a complete copy of the
Amended and Restated Bylaws, as amended, with its Annual Report on Form 10-K for the year ended December 31, 2020.