Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Igor Novgorodtsev is the CEO and founder of FlashAlert, low-latency market news
service, and Managing Director of
SGRP's Governance Committee has determined that Mr. Novgorodtsev is an
independent director as he (among other things) satisfies the applicable
requirements under applicable Nasdaq rules, the rules and regulations of the
Following Mr. Novgorodtsev's appointment to the Board and the committees noted above, the committees of the Board currently consist of the following directors:
? SGRP's Audit Committee now (May 28 ) consists, and throughAugust 1, 2020 , will consist, of: Mr.Arthur H. Baer (Chairman), Mr.Jeffrey A. Mayer , Mr.R. Eric McCarthey*, and Mr. Igor Novgorodtsev, all of whom are independent directors. * Mr.R. Eric McCarthey is retiring effectiveAugust 1, 2020 . ? SGRP's Compensation Committee now (May 28 ) consists and will consist of: Mr.Jeffrey A. Mayer (Chairman), Mr.Arthur H. Baer , Mr.Panagiotis ("Panos") N . Lazaretos, and Mr. Igor Novgorodtsev, all of whom are independent directors. Mr. Igor Novgorodtsev will eventually become chairman of SGRP's Compensation Committee ? SGRP's Governance Committee now (May 28 ) consists and will consist of: Mr.Jeffrey A. Mayer (Chairman), Mr.Arthur H. Baer , and Mr. Igor Novgorodtsev, all of whom are independent directors. The Governance Committee recommended and the Board approved amending SGRP's By-Laws and the Governance Committee's Charter to permit a non-independent director to be a member of SGRP's Governance Committee to the extent permitted by Nasdaq rules and other applicable law, but to be a non-voting member to the extent prohibited by Nasdaq rules or other applicable law, to permitPeter W. Brown to serve on that Committee following such amendments.
As a result of Mr. Igor Novgorodtsev's appointment, SGRP currently has six
independent directors out of ten, and thus the Board has a majority of
independent directors. The independent directors are Arthur B. Drogue,
Accordingly, if: (1) the vacancies created by the Retirements are not filled by
new independent directors, (2)
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Forward Looking Statements
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intentions, expectations, guidance or other information respecting the potential
negative effects of the Retirements, the possible election of
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