Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Appointment of Chief Executive Officer
On June 22, 2022, the Board of Directors (the "Board") of DIRTT Environmental
Solutions Ltd. (the "Company") appointed Benjamin Urban to serve as the
Company's Chief Executive Officer and principal executive officer, effective
June 27, 2022. Mr. Urban, 46, joins the Company from Agile Interiors, a leading
distribution partner of the Company, where Mr. Urban served as a business
development executive for fifteen years. Mr. Urban obtained a Bachelor of
Science degree in International Business from the University of Denver, Daniel's
College of Business and holds a Certificate in International Business Management
from Instituto Technologico de Estudios Superiores de Monterrey.
Mr. Urban does not have any family relationship with any other director or
executive officer of the Company, nor are there any related party transactions
between the Company and Mr. Urban that would require disclosure under Item
404(a) of Regulation S-K. The Company and Mr. Urban have entered into an
executive employment agreement (the "Employment Agreement") on June 22, 2022,
under which Mr. Urban is entitled to certain remuneration and benefits and
rights on termination, and which subjects Mr. Urban to certain ongoing and
post-termination obligations and restrictive covenants. The foregoing summary of
the Employment Agreement does not purport to be complete and is qualified in its
entirety by reference to such agreement, a copy of which will be filed as an
exhibit to a subsequent Company filing.
The Company will enter into its standard form of indemnification agreement with
Mr. Urban, which requires the Company to indemnify him to the fullest extent
permitted under the Business Corporations Act (Alberta) and to such greater
extent as applicable law may hereafter from time to time permit. The foregoing
description of the indemnification agreement does not purport to be complete and
should be read in conjunction with and is qualified in its entirety by reference
to such agreement, a copy of which will be filed as an exhibit to a subsequent
Company filing.
Concurrent with Mr. Urban's appointment, effective June 27, 2022, Geoffrey
Krause, the Company's Interim Chief Executive Officer and principal executive
officer, will cease his roles as such and resume his prior position as the
Company's Chief Financial Officer and principal financial officer; and Jeffrey
Metcalf, the Company's Interim Chief Financial Officer and principal financial
officer, will cease his roles as such and resume his prior position as the
Company's Vice-President, Finance.
Appointment of Directors
On and effective June 22, 2022, the authorized number of directors on the Board
was increased from seven to nine. Mr. Urban was appointed to serve as a member
of the Board concurrent with his appointment as the Company's Chief Executive
Officer and principal executive officer. In addition, the Board appointed
Mr. Shaun Noll to serve as a member of the Board, effective June 22, 2022.
As an employee director, Mr. Urban is not considered independent under the rules
of the Nasdaq Stock Market ("Nasdaq") and U.S. Securities and Exchange
Commission ("SEC"). In addition, Mr. Urban is not entitled to additional
compensation in connection with his appointment as a director of the Company.
Based on information provided by Mr. Noll concerning his background, employment,
and affiliations, the Board has determined that he meets the independence
requirements under the Nasdaq rules. As a non-employee director, Mr. Noll will
be entitled to receive the same compensation paid by the Company to each of its
non-employee directors as described under "Director Compensation" in the
Company's definitive proxy statement for its 2022 annual and special meeting of
shareholders filed with the SEC on March 24, 2022, which description is
incorporated herein by reference. There are no related party transactions
between the Company and Mr. Noll that would require disclosure under Item 404(a)
of Regulation S-K. The Company will enter into its standard form of
indemnification agreement with Mr. Noll, which requires the Company to indemnify
him to the fullest extent permitted under the Business Corporations
Act (Alberta) and to such greater extent as applicable law may hereafter
from time to time permit. The foregoing description of the indemnification
agreement does not purport to be complete and should be read in conjunction with
and is qualified in its entirety by reference to such agreement, a copy of which
will be filed as an exhibit to a subsequent Company filing.
Item 7.01 Regulation FD
The Company issued a press release announcing the Chief Executive Officer and
director appointments on June 22, 2022. A copy of that press release is
furnished as Exhibit 99.1 to this Current Report and incorporated herein by
reference.
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In accordance with General Instruction B.2 of Form 8-K, the foregoing
information, including Exhibit 99.1, shall not be deemed "filed" for the
purposes of Section 18 of the Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall such
information, including Exhibit 99.1, be deemed incorporated by reference into
any filing under the Securities Act of 1933 or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1* Press release dated June 22, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Furnished herewith.
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