Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 5, 2020, Better Choice Company, Inc. (the "Company") announced that
Werner von Pein, age 77, would become the Chief Executive Officer of the
Company, effective February 5, 2020. Mr. von Pein will replace Damian
Dalla-Longa, who will step down from his role as Chief Executive Officer,
effective on February 5, 2020. Mr. Dalla-Longa will continue to be employed by
the Company as Executive Vice President, Corporate Development. On February 5,
2020, the Board of Directors of the Company (the "Board") approved the terms of
Mr. von Pein's appointment to Chief Executive Officer of the Company and Mr.
Dalla-Longa's resignation of Chief Executive Officer and simultaneous
appointment to Executive Vice President, Corporate Development of the Company,
as described below.
Also on February 5, 2020, the Company announced that Edward J. Brown Jr. would
resign from the Board, effective immediately, and that Michael Close was elected
to the Board, effective immediately, as described below.
Appointment of Chief Executive Officer
On February 5, 2020, Mr. von Pein, was appointed as Chief Executive Officer of
the Company, effective as of February 5, 2020. Previously, Mr. von Pein was the
President and Chief Executive Officer of Halo, Purely For Pets, Inc. ("Halo"),
which is a subsidiary of the Company. Prior to Halo, Mr. von Pein was most
recently the Chief Executive Officer of Three Dog Bakery, a U.S. based pet
treats and toys/accessories business with approximately $30 million in sales. In
addition to his experience at Halo and Three Dog Bakery, Mr. von Pein also
served as the Executive Vice President of Global Operations and New Ventures at
Beefeaters, a manufacturer and seller of dog treats and wellness products.
Beyond his significant experience in the pet industry, Mr. von Pein has held
various leadership positions at a number of consumer branded businesses, most
notably as the Chief Executive Officer of Lavazza-North America. Mr. von Pein
also has significant foundational experience from his time at Rexall Sundown,
Kraft and Procter and Gamble, where he worked on brands such as Nabisco Brands,
Hebrew National, Gain, Cheer, Life Savers and Planters. Mr. von Pein holds an
M.BA. from Xavier University and a B.S. in Chemical Engineering from the
University of Rochester.
There are no other arrangements or understandings between Mr. von Pein and any
other persons, other than the Employment Agreement (as defined and described
below), pursuant to which he was appointed to the office described above and no
family relationship among any of the Company's directors or executive officers
and Mr. von Pein. Mr. von Pein does not have any direct or indirect interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Employment Agreement with the Chief Executive Officer
On February 10, 2020 in connection with his appointment as Chief Executive
Officer of the Company, Mr. von Pein entered into an Amendment to his Employment
Agreement relating to his Employment Agreement that was entered into on December
19, 2019, (together, the "Employment Agreement") with the Company. Pursuant to
the Employment Agreement, Mr. von Pein's initial annual base salary will be
$300,000 and his target bonus will be not less than 25% of his base salary, with
his actual bonus to be determined by the Board. Pursuant to the Employment
Agreement, Mr. von Pein will be entitled to four weeks' paid vacation and will
be eligible to participate in certain employee benefit plans offered by the
Company. Further, Mr. von Pein will receive an initial grant of 600,000 Company
stock options at an exercise price of $1.82 per share. These options will vest
monthly over three years in equal installments of 16,666.67 each month, subject
to a "one year cliff". In the event of a Change in Control (as defined therein)
the options shall immediately vest and become exercisable in its entirety.
The foregoing is a summary of the material terms of the Employment Agreement.
The summary does not purport to be complete and is qualified in its entirety by
reference to Mr. von Pein's Employment Agreement relating to employment, which
are filed as Exhibits 10.1 and 10.2.
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Resignation of Mr. Dalla-Longa as Chief Executive Officer
On February 5, 2020, Mr. Dalla-Longa provided notice that he would be stepping
down as Chief Executive Officer of the Company, effective immediately. The
letter providing this notice is filed herein as Exhibit 10.3.
Appointment of Mr. Dalla-Longa as Executive Vice President, Corporate
Development
On February 10, 2020, Mr. Dalla-Longa and the Company executed an Amendment to
his Employment Agreement, appointing Mr. Dalla-Longa as Executive Vice
President, Corporate Development of the Company. The only material changes to
Mr. Dalla-Longa's Employment Agreement are his Title and reporting relationship
with the Company. This Amendment to Mr. Dalla-Longa's Employment Agreement is
filed herein as Exhibit 10.4.
Resignation of Mr. Brown from the Board
On February 5, 2020, Mr. Brown notified the Board of his intention to resign as
a director of the Company, effective as of February 5, 2020. Mr. Brown's
resignation was not the result of any dispute or disagreement with the Company
or the Company's Board on any matter relating to the operations, policies or
practices of the Company.
Appointment of Mr. Close to the Board
On February 5, 2020, to fill the vacancy left by Mr. Brown's departure, the
Board appointed Mr. Close to the Board.
Item 7.01 Regulation FD Disclosure
On February 11, 2020, the Company issued a press release announcing the
appointment of Mr. von Pein as Chief Executive Officer of the Company and the
appointment of Mr. Close to the Board. A copy of the press release is furnished
as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including
Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section, nor shall it be deemed to be
incorporated by reference into any filing of the Company under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in
such filing.
Item 9.01 Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
10.1 Employment Agreement, dated December 19, 2019, by and between Werner von
Pein, Halo, and the Company.
10.2 Amendment to Employment Agreement, dated February 10, 2020, by and between
Werner von Pein and the Company.
10.3 Letter from Damian Dalla-Longa announcing his resignation as Chief Executive
Officer of the Company.
10.4 Amendment to Employment Agreement, dated February 10, 2020, by and between
Damian Dalla-Longa and the Company.
99.1 Press Release of Better Choice Company Inc., dated February 11, 2020,
announcing the appointment of Werner von Pein as Chief Executive Officer and
the appointment of Michael Close to the Board.
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