Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2022, Sarah M. Kauss tendered her resignation from the board of
directors (the "Board") of CarLotz, Inc. (the "Company"), effective July 1,
2022. Ms. Kauss has served on the Board since January 2021. Ms. Kauss'
resignation was not the result of any disagreement between Ms. Kauss and the
Company, its management, Board or any committee thereof, or with respect to any
matter relating to the Company's operation, policies or practices.
On July 1, 2022, the Board appointed Nanxi Liu as a director to fill the vacancy
created by the resignation of Ms. Kauss, with effect on July 1, 2022. Ms. Liu
will serve as a Class III Director, and as such will serve until the Company's
2023 Annual General Meeting of Stockholders and until her successor is duly
elected and qualified, or until her services cease sooner in the event of her
earlier death, resignation, or removal.
There is no arrangement or understanding between Ms. Liu, on the one hand, and
any other persons, on the other hand, pursuant to which Ms. Liu was selected as
a director, and there are no related party transactions involving Ms. Liu that
are reportable under Item 404(a) of Regulation S-K. The Board determined that
Ms. Liu is independent within the meaning of the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated by the Securities and
Exchange Commission (the "SEC") thereunder, and the listing standards of the
Nasdaq Global Market.
Ms. Liu will receive compensation for her service on the Board in accordance
with the Board's Amended and Restated CarLotz, Inc. Non-Employee Director
Compensation Policy (the "Non-Employee Director Compensation Policy"), as
described in the definitive proxy statement for the Company's 2022 Annual
Meeting of Stockholders, filed with the SEC on April 29, 2022.
The Company has entered into its standard form of indemnification agreement with
Ms. Liu.
Item 7.01 Regulation FD Disclosure.
On July 5, 2022, the Company issued a press release related to the changes to
the composition of the Board. A copy of the press release is attached hereto as
Exhibit 99.1.
The information contained in this Item 7.01 and in Exhibit 99.1 hereto is
furnished and 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 of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
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