Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2020 and July 22, 2020, respectively, Henry Ahn and Dr. Daniel Leff
joined the Board of Directors (the "Board") of FaceBank Group, Inc. (d/b/a
fuboTV) (the "Company" or "FaceBank"). Mr. Ahn was appointed by unanimous
written consent of the then-current members of the Board, and Dr. Leff was
elected pursuant to a vote by the holders of the Company's Series AA Convertible
Preferred Stock.
Henry Ahn has served as President of Content Distribution and Partnerships for
Univision Communications Inc. ("Univision") since July 2018. In this role, Mr.
Ahn leads content distribution sales, operations, finance and strategy. Mr. Ahn
specializes in media contract negotiations, business strategy, content
licensing, new media strategy and authenticated streaming/video on-demand for
Univision, with emphasis on distribution deal execution and relationships with
new and existing distributors including multichannel video programming and
online video distributors, mobile carriers, as well as electronic sell-through
providers. Prior to joining Univision, Mr. Ahn served as distribution executive
for Scripps Networks Interactive ("SNI") where he led sales, negotiations,
strategic planning and marketing efforts for SNI related to every aspect of
content distribution. Prior to that, he served as Executive Vice President of TV
Networks Distribution, at NBC Universal where he worked for 17 years. Mr. Ahn
received his bachelor's degree in Business Administration from Boston College
and his Master of Business Administration from Fordham Gabelli School of
Business in New York. Mr. Ahn's qualifications to serve on the Board include
that he was formerly a Board Observer of fuboTV Inc. ("fuboTV"), the
wholly-owned subsidiary of FaceBank that was acquired by the Company on April 1,
2020, as well as his experience with media contract negotiations, content
licensing, new media strategy and authenticated streaming/video on-demand.
Dr. Daniel Leff is Co-Founder and Managing Partner of Waverley Capital, a
media-focused venture capital fund. He is also Founder and Managing Partner of
Luminari Capital (a media-focused venture capital fund founded in 2013). Prior
to co-founding Waverley Capital and founding Luminari Capital, Dr. Leff was a
Partner with Globespan Capital Partners. Earlier in his career, Dr. Leff worked
for Sevin Rosen Funds and Redpoint Ventures. He also previously held
engineering, marketing and strategic investment positions with Intel
Corporation. Dr. Leff has been an investor and/ or director in a multitude of
publicly-traded and private media companies, including 1Mainstream (sold to
Cisco), Art19, Elemental Technologies (sold to Amazon), Endel, Headspace,
Matterport, MikMak, MOVL (sold to Samsung), PlutoTV (sold to ViacomCBS), Roku,
TheAthletic, and Wondery. Additionally, Dr. Leff served on the board of
directors of fuboTV from May 2015 through the merger with the Company in April
2020. Dr. Leff earned a Bachelor of Science degree in Chemistry from The
University of California, Berkeley and a Ph.D. in Physical Chemistry from the
University of California, Los Angeles. Dr. Leff also earned an MBA from The UCLA
Anderson Graduate School of Management, where he was an Anderson Venture Fellow
and where he currently serves on the Board of Visitors. Dr. Leff's
qualifications to serve on the Board include his decades of experience in
investing and serving on the boards of both private and publicly-traded media
companies giving him particular insight into business strategy, leadership, and
marketing in the industry as well as his prior service on the fuboTV Board.
There is no arrangement or understanding between Dr. Leff or Mr. Ahn and any
other person, other than as described below, pursuant to which Dr. Leff or Mr.
Ahn was elected as a director of the Company. There are no family relationships
between Dr. Leff or Mr. Ahn and any director or executive officer of the
Company, and, other than as described herein, no transactions involving Dr. Leff
or Mr. Ahn that would require disclosure under Item 404(a) of Regulation S-K.
In connection with their appointments to the Board, Mr. Ahn was granted an
option to purchase 66,330 shares of the Company's common stock, and Dr. Leff was
granted an option to purchase 65,540 shares of the Company's common stock (each
grant, an "Initial Award") in accordance with the Company's Outside Director
Compensation Policy (the "Compensation Policy") and subject to the Company's
2020 Equity Incentive Plan (the "Plan") and standard option award agreements
thereunder. Each of the Initial Awards will vest in 36 equal, monthly
installments beginning on the grant date, provided that each of Mr. Ahn and Dr.
Leff, respectively, continue to serve as a Service Provider (as defined in the
Plan) through the applicable vesting date. In addition, any unvested potion of
an Initial Award that remains outstanding as of the date of a change of control
of the Company will immediately vest in full and become exercisable. In addition
to the Initial Awards, in accordance with the Compensation Policy, Mr. Ahn and
Dr. Leff will each receive an annual cash retainer of $45,000 for their Board
service, subject to increase for service on Board committees. In addition to the
Initial Awards, Mr. Ahn and Dr. Leff will each be eligible to receive an annual
equity award in accordance with the Compensation Policy.
The Company entered into the Company's standard form of Indemnification
Agreement (the "Indemnification Agreement") with each of Mr. Ahn and Dr. Leff,
which is included as Exhibit 10.1. The form of Indemnification Agreement was
previously filed as Exhibit 10.2 to FaceBank's current report on Form 8-K filed
April 7, 2020 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2020, the holders of 15,829,544 shares, or 52.66%, of the Company's
Series AA Convertible Preferred Stock, acting by written consent pursuant to
Section 607.0704 of the Florida Business Corporation Act, (i) appointed Dr. Leff
as a member of the Board and (ii) approved a waiver under the Certificate of
Designation of Series AA Convertible Preferred Stock of the Company in
connection with the redemption of 253,000 shares of the Company's Series D
Convertible Preferred Stock on June 16, 2020.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Indemnification Agreement by and between FaceBank Group,
Inc. and its directors and officers (previously filed as Exhibit
10.2 to FaceBank's current report on Form 8-K filed April 7,
2020).
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