Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Resignation of Director

Effective as of April 23, 2021, Theodore Thordarson resigned from his position as a member of the board of directors (the 'Board') of ADOMANI, Inc. (the 'Company') and any committees of the Board of which he was a member. Mr. Thordarson's decision to resign as a director of the Company was not due to any disagreements with the Company on any matter relating to the Company's operations, policies, or practices. Mr. Thordarson will continue to serve as the Company's Chief Operating Officer.

Appointment of Director

Following the resignation of Mr. Thordarson, the Board appointed Bradley J. Dixon as a member of the Board to fill the vacancy created by Mr. Thordarson's resignation, effective as of April 23, 2021. Mr. Dixon will serve as a Class II director for a term expiring at the 2022 annual meeting of the Company's stockholders.

Mr. Dixon is a partner at the law firm Givens Pursley LLP, a position he has held since October 2015 and where he currently serves as a co-chair of the firm's litigation group. Prior to joining Givens Pursley, Mr. Dixon was a partner at the law firm of Stoel Rives LLP from July 2005 to October 2015. Mr. Dixon holds a Bachelor of Science in Political Science from Boise State University and received his Juris Doctor from Willamette University College of Law.

As a non-employee member of the Board, Mr. Dixon will be compensated in accordance with the Company's non-employee director policy, pursuant to which the Company's non-employee directors are eligible to receive equity awards and annual cash retainers as compensation for service on the Board and committees of the Board. This policy provides for annual compensation of $12,000 and reimbursement of reasonable expenses incurred by directors in the course of their performance.

In connection with Mr. Dixon's appointment to the Board, the Company and Mr. Dixon will enter an indemnification agreement in the form previously adopted by the Board for entry into with the Company's directors and executive officers, which generally provides for the indemnification of such persons for all reasonable expenses and liabilities, including attorneys' fees, judgments, penalties, fines and settlement amounts, incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity, to the extent indemnifiable under the law. The foregoing description of the Company's standard form of indemnification agreement is a summary only and is qualified in its entirety by reference to the full text thereof, a copy of which was filed as Exhibit 6.8 to the Offering Statement on Form 1-A (File No. 024-10656) filed by the Company with the Securities and Exchange Commission on December 21, 2016, and is incorporated herein by reference.

Mr. Dixon has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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Adomani Inc. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 16:35:07 UTC.