Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Effective May 11, 2021, the Board of Directors (the "Board") of Churchill
Capital Corp VI (the "Company") appointed Andrew Frankle and Stephen Murphy as
directors of the Company. Mr. Frankle will serve as a Class III director of the
Company with a term expiring at the Company's third annual meeting of
stockholders following the Company's initial public offering, and Mr. Murphy
will serve as a Class II director of the Company with a term expiring at the
Company's second annual meeting of stockholders following the Company's initial
public offering. Mr. Frankle will serve on the Audit Committee of the Board, the
Compensation Committee of the Board and the Nominating Committee of the Board.
Mr. Murphy will serve on the Audit Committee of the Board, the Compensation
Committee of the Board and the Nominating Committee of the Board.
Mr. Frankle is the Founder and Managing Director of Eleven Capital Advisors, an
investment banking team that provides dedicated coverage to professionally
managed family offices, successful entrepreneurs and family-sponsored pools of
capital. From 2016 to 2020, Mr. Frankle served as a Managing Director at Credit
Suisse, providing investment banking and capital markets coverage for family
offices. Previously, he was a Managing Director and Group Head of ICG Business
Development at Citigroup Global Markets, Inc., where he focused on expanding
financial products and services delivered to institutional clients. Mr. Frankle
previously served as a Managing Director in Citigroup's Media & Entertainment
Group. Prior to Citigroup, Mr. Frankle was a Managing Director and the Head of
US Media & Communications Investment Banking at Schroder & Co, Inc. Mr. Frankle
began his career as a financial analyst and associate in the Corporate Finance
Department at Wertheim Schroder & Co Incorporated. Mr. Frankle was also
appointed to the Board of Directors of Churchill Capital Corp VII, effective May
11, 2021. Mr. Frankle earned his M.B.A., with honors, from the Harvard Graduate
School of Business Administration and received his B.S. in Economics from The
Wharton School at the University of Pennsylvania, graduating summa cum laude
with the Robert J. Schweich Prize in Security Analysis. Mr. Frankle was selected
to serve on the Company's Board due to his significant financial and leadership
experience.
Mr. Murphy is Co-Founder and Executive Chairman of Authentic Bespoke Limited, a
boutique investment group, and serves on the boards of all of its wholly-owned
subsidiaries. Mr. Murphy has significant past investment banking, principal
investing, and direct entrepreneurial experience across a wide range of
industries and is actively involved in a number of international businesses at
board levels. Mr. Murphy is an angel investor in various technology companies
which are pursuing "green" or sustainable solutions. Mr. Murphy served as a
director of various companies related to Choiseul Africa Capital, which was
involved in infrastructure investment in developing African countries, including
a US$4.7 billion oil refining complex, electricity and gas production and
distribution and waste management services. Mr. Murphy has also served
principally as either a company director or chairman of various luxury goods
companies in the UK and Ireland. Mr. Murphy was trained as a financial analyst
in New York starting in 1985 and ultimately was made head of Salomon Brothers
International's M&A Group in London. As a Managing Director of Citigroup
International, Mr. Murphy was involved in the evaluation of private and public
financings and capital raising. Mr. Murphy was also appointed to the Board of
Directors of Churchill Capital Corp VII, effective May 11, 2021. Mr. Murphy
received an M.B.A. from St. John's University and a B.S. from CUNY's John Jay
College. Mr. Murphy was selected to serve on the Company's Board due to his
significant financial and leadership experience.
In connection with their elections to the Board, Mr. Frankle and Mr. Murphy will
enter into indemnification agreements with the Company pursuant to which the
Company will agree to indemnify them from certain liabilities that may arise by
reason of their status as directors and advance certain expenses incurred by
them. The form of indemnification agreement was filed as Exhibit 10.7 to the
Registration Statement on Form S-1, filed with the Securities and Exchange
Commission (the "SEC") on February 8, 2021. Mr. Frankle and Mr. Murphy will also
enter into letter agreements among Churchill Sponsor VI LLC and the Company's
officers and directors, and these agreements waive certain redemption rights and
certain rights to liquidating distributions from the trust account. The form of
letter agreement was filed as Exhibit 10.2 to the Registration Statement on Form
S-1, filed with the Securities and Exchange Commission on February 8, 2021.
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