Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
Effective October 1, 2019, Ms. Rosanna McCollough resigned as the chief
executive officer and president of YogaWorks, Inc. (the "Company"). Ms.
McCollough has also resigned as a member of the board of directors for the
Company, effective October 1, 2019. Ms. McCollough will continue in employment
in a non-officer role through October 31, 2019 in order to assist with the
transition of her duties. Ms. McCollough's severance arrangements have not yet
Effective October 1, 2019, Mr. Vance Chang also resigned as the chief financial
officer of the Company. Mr. Chang will continue in employment in a non-officer
role in order to assist with the transition of his duties through October 31,
Mr. Brian T. Cooper, who is a current member of the Company's board of
directors, has been appointed as chief executive officer of the Company
effective October 1, 2019.
Mr. Cooper has served as a member of the Company's board of directors since May
2017. Mr. Cooper served as the Executive Vice President and Chief Financial
Officer of Everyday Health, Inc., a public digital media company focused on
health and wellness, from September 2003 to January 2017. Mr. Cooper joined
Everyday Health, Inc. when it was a start-up and over a fourteen year period,
led the company's growth strategy, mergers and acquisitions, initial public
offering and its ultimate sale to Ziff Davis, a subsidiary of j2 Global, Inc.
Mr. Cooper was also responsible for the company's accounting and finance
departments, legal and business affairs, investor relations, human resources,
business intelligence and data operations at Everyday Health, Inc. Prior to
joining Everyday Health, Inc., Mr. Cooper served as Chief Financial Officer for
AdOne LLC from 2000 to 2003 where he was responsible for its finance,
accounting, corporate development and all administrative functions. He also
served as Audit Partner in KPMG's Information, Communications, and Entertainment
practice from 1998 to 2000. Mr. Cooper also served as Vice President of Finance
for Interfilm, Inc. from 1988 to 1995. Mr. Cooper began his career in Ernst and
Young'sEntrepreneurial Services Group and is a graduate of the University of
Pennsylvania'sWharton School'sExecutive Development Program and American
University, where he earned his B.S. in Business Administration.
Mr. Cooper has entered into an employment agreement (the "Employment Agreement")
with the Company, dated as of October 2, 2019 (the "Effective Date"), pursuant
to which Mr. Cooper is entitled to receive an annual base salary of $300,000. In
addition, Mr. Cooper is eligible to receive an annual cash performance bonus
targeted at 50% of his annual base salary, based on the achievement of
performance criteria established by the Company's board of directors, and Mr.
Cooper will receive an equity award of 612,000 restricted stock units, with such
vesting terms as described in the Employment Agreement.
The information set forth above regarding the Employment Agreement is a summary,
and is qualified in its entirety by reference to the actual terms of the
Employment Agreement, which has been filed as Exhibit 10.1 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
10.1 Employment Agreement, dated October 2, 2019, by and between YogaWorks,
Inc. and Brian Cooper
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