Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2022, the Board of Directors (the "Board") of fuboTV Inc. (the
"Company") appointed John Janedis as Chief Financial Officer of the Company,
effective February 7, 2022 (the "Effective Date"). The Board also designated Mr.
Janedis as the Company's principal financial officer and principal accounting
officer, each as of the Effective Date, succeeding Simone Nardi in each such
role.
Mr. Janedis, age 51, has served as Managing Director, Senior Equity Research
Analyst at Wolfe Research, LLC, a sell-side research firm, since March 2020,
focusing on the media, cable and telecommunications industries. Prior to that,
he was Senior Vice President, Capital Markets, Treasurer and Investor Relations
at TEGNA Inc., a media company, from December 2018 to March 2020. Before Tegna,
Mr. Janedis served as Managing Director, Senior Equity Research Analyst at each
of Jefferies LLC from 2014 to 2018, UBS Securities from 2010-2014 and Wells
Fargo Securities from 2006 to 2010. Prior to these roles, he held several equity
research positions at Banc of America Securities from 2000 to 2006 and Morgan
Stanley & Co. from 1999 to 2000. Mr. Janedis received his bachelor's degree in
Economics and Master of Business Administration from New York University.
In connection with the appointment of Mr. Janedis as Chief Financial Officer,
the Company entered into an employment letter setting forth the terms of his
employment. The employment letter provides for an initial annual base salary of
$430,000 and an annual bonus with a target amount equal to 50% of his annual
base salary. In connection with Mr. Janedis' appointment, the Company will grant
him an award of restricted stock units covering that number of shares of the
Company's common stock with a value equal to $2,000,000 on the grant date based
on the volume weighted average closing price per share of our common stock for
the month in which his employment commences (the "Initial RSU Award"). The
Initial RSU Award will be granted pursuant to the Company's 2020 Equity
Incentive Plan and will be subject to the terms and conditions of a restricted
stock unit award agreement. The Initial RSU Award will vest over a four-year
period, subject to Mr. Janedis' continued employment with the Company through
each such vesting date.
Regardless of the manner in which Mr. Janedis' employment terminates, he will be
entitled to receive amounts previously earned during the term of his employment,
including unpaid salary and accrued but unpaid benefits. In addition, Mr.
Janedis will be entitled to certain severance benefits under his employment
letter, subject to his execution of a release of claims. Upon termination
without "cause" or resignation for "good reason" (as both are defined in the
employment letter), Mr. Janedis will be entitled to: (A) continuation of his
base salary for 12 months, (B) a lump sum equal to his annual target bonus for
the year in which such termination occurs; and (C) accelerated vesting of any
then-unvested portion of the Initial RSU Award.
Item 7.01 Regulation FD Disclosure.
On February 3, 2022, the Company issued a press release (the "Press Release")
regarding Mr. Janedis' appointment as Chief Financial Officer of the Company. A
copy of the Press Release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K (including
Exhibit 99.1 attached hereto) 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 incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly provided by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of the Company, dated February 3, 2022, regarding
Chief Financial Officer appointment.
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