Current Report Filing (8-k)
16 Junio 2023 - 3:02PM
Edgar (US Regulatory)
0001045742
false
0001045742
2023-06-12
2023-06-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June
12, 2023
Live Ventures Incorporated
(Exact name of Registrant as Specified in Its
Charter)
Nevada |
001-33937 |
85-0206668 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
325 E. Warm Springs Road, Suite 102 |
|
Las Vegas, Nevada |
|
89119 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (702) 997-5968
(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:
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of
each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
|
LIVE |
|
The NASDAQ Stock Market LLC |
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 ¨
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 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On June 12, 2023, Marquis Industries, Inc.
(“Marquis”), a subsidiary of Live Ventures Incorporated (the “Company”), entered into amended and restated employment
agreements (the “Restated Agreements”), effective June 1, 2023 (the “Effective Date”) and ending on May 31,
2028, with each of Weston A. Godfrey, Jr. (age 44) and Gary C. Graham, Jr. (age 54) (each, an “Executive Officer”).
Immediately prior to the Effective Date, Mr. Godfrey was serving as Chief Executive Officer and Mr. Graham was serving as President
of Marquis, pursuant to employment agreements dated January 22, 2018 and July 29, 2019, respectively. Prior to rejoining Marquis
in January 2018, Mr. Godfrey worked for Samsung Electronics America, Inc., and earlier in his career for Dupont. Mr. Graham
previously worked for a manufacturing company for domestic bedding products before joining Marquis in 2003, where he has held various
leadership positions. Mr. Godfrey holds a Bachelor of Business Administration in Marketing and Mr. Graham a Bachelor of Arts
in Political Science, each from the University of Georgia.
Throughout the Term, each Executive Officer will
serve as a Co-Chief Executive Officer, with Mr. Godfrey primarily responsible for manufacturing operations and administrative functions
and Mr. Graham primarily responsible for sales, marketing, growth initiatives, product offering and mix. Each will be paid an annual
salary of $425,000 (“Base Salary”) and each may earn a quarterly cash incentive bonus based on the percentage increase in
Pre-Tax Income of Marquis over the immediately previous quarter, commencing with the First Production Bonus Period. Each is also entitled
to a one-time bonus of $75,000 pursuant to the terms of their prior employment agreements. Each is entitled to (i) a car allowance
of $1,000 per month, (ii) family health and dental insurance at Marquis’ expense, (iii) a $1.0 million term life insurance
policy provided by or paid for in full by Marquis; and (iv) a family membership to a wellness center paid for in full by Marquis.
If an Executive Officer is terminated by Marquis
without Cause, other than because of death or disability, the Executive Officer will continue to receive (i) his unpaid base salary
for a period of twelve (12) months following such termination; and (ii) fully paid family coverage of health and dental insurance
at Marquis’ expense until the earlier of twelve (12) months after such termination or the date of the Executive Officer’s
subsequent employment with an otherwise unaffiliated entity. However, if, within twelve (12) months of a Change of Control, Marquis terminates
the Executive without Cause or the Executive Officer terminates his employment for Good Reason, Marquis will pay the Executive Officer
an amount equal to two times his Base Salary. Should a Change of Control event occur that results in the sale of Marquis for a purchase
price of at least $100,000,000, Marquis will pay each Executive Officer an amount equal to his Base Salary upon the closing of such
event.
The Executive Officers are each subject to customary
restrictive covenants, including confidentiality, non-competition, non-solicitation, and non-disparagement.
The descriptions contained in this Form 8-K
are qualified in their entirety by the terms of the actual agreements filed herewith as exhibits to this Form 8-K and incorporated
by reference herein. Capitalized terms not otherwise defined herein will have the meanings ascribed to them as set forth in the Restated
Agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
LIVE VENTURES INCORPORATED |
|
|
|
|
By: |
/s/ Jon Isaac |
|
|
Name: |
Jon Isaac |
|
|
Title: |
Chief Executive Officer |
Dated: June 16, 2023
Live Ventures (NASDAQ:LIVE)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Live Ventures (NASDAQ:LIVE)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024