Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Duncan HonOn May 31, 2021, the Board of Directors (the "Board") of Emerson Radio Corp.
(the "Company") received notice from Mr. Duncan Hon of his intention to retire
and resign, effective as of June 30, 2021, from the Board and from his positions
as Chief Executive Officer and President of the Company and all roles with the
Company's subsidiaries. Mr. Hon's resignation was not caused by any disagreement
with the Company.
In connection with Mr. Hon's resignation, Emerson Radio (Hong Kong) Limited, a
wholly owned subsidiary of the Company, entered into a consulting agreement with
Mr. Hon, dated June 1, 2021, pursuant to which Mr. Hon will provide consulting
services to the Company and its subsidiaries at the direction of the Company's
Chairman. The consulting agreement has a one-year term commencing July 1, 2021,
unless earlier terminated pursuant to certain notification requirements. In
exchange for Mr. Hon's services, the Company will pay Mr. Hon a consulting fee
of HK$182,520 per month. The consulting agreement contains certain restrictive
covenants, including non-competition,non-solicitation and confidentiality
provisions, for the benefit of the Company. The foregoing summary of certain
terms of the consulting agreement is qualified in its entirety by the full text
of such agreement, which the Company intends to file as an exhibit to the
Company's quarterly report on Form 10-Q for the period ending June 30, 2021.
Christopher Ho
On June 2, 2021, the Board appointed Mr. Christopher Ho, currently the Chairman
of the Board, to serve as the Company's Chief Executive Officer and President,
effective upon Mr. Hon's resignation.
Mr. Ho, age 70, has served as a director of the Company and the Chairman of the
Board since June 2016, and previously served as the Company's Chairman of the
Board from July 2006 through November 2013. Since May 2018, Mr. Ho has served as
a director of S&T International Distribution Ltd. and Grande N.A.K.S. Ltd.,
which are wholly owned subsidiaries of Nimble Holdings Company Limited, and
collectively the Company's controlling stockholder. Mr. Ho previously was a
director of The Grande Holdings Limited (now known as Nimble Holdings Company
Limited), a Hong Kong-based group of companies engaged principally in the
licensing of trademarks and distribution of consumer electronics products, from
October 1991 to February 2016. Mr. Ho graduated from the University of Toronto
in 1974. He is a Chartered Professional Accountant, Chartered Accountant and
Chartered Management Accountant of Canada. He is also a Certified Public
Accountant in Hong Kong and a member of the Hong Kong Institute of Certified
Public Accountants. He was a partner in an international accounting firm before
joining The Grande Holdings Limited and has extensive experience in
distribution, licensing, manufacturing, international trade and corporate
finance.
No new compensatory or severance arrangements were entered into in connection
with Mr. Ho's appointment as Chief Executive Officer and President of the
Company. The Company and Mr. Ho intend to discuss compensation for his service
as an executive officer at a future date.
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