Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2021, Valerie P. Chase was appointed to the Board of Directors
of HF Foods Group Inc. (the "Company"). Ms. Chase will serve until the next
annual election of directors and until her successor is elected and qualified.
Valerie P. Chase, 39, is a certified public accountant, most recently serving as
vice president, chief accounting officer and controller of Magnolia Oil & Gas
Corporation from May 2018 to September 2021. She had previously served Apache
Corporation from February 2010 to May 2018 in roles of increasing
responsibility, culminating as the manager of accounting policy and financial
controls. Ms. Chase began her career with Ernst & Young LLP, from September 2005
to November 2009, achieving senior auditor capacity. In 2004 she received a
Bachelor of Economics degree and, in 2005, a Master of Accounting degree from
the University of Michigan in Ann Arbor. The Company believes Ms. Chase's
qualifications to sit on our board of directors include her knowledge of and
experience with US GAAP accounting compliance and public company corporate
governance and regulatory principles.
As an independent director, Ms. Chase will be appointed to serve on the Audit
Committee, the Compensation Committee, the Nominating and Governance Committee,
the Special Transactions Review Committee, and the Special Investigation
Committee.
Ms. Chase has executed a letter agreement reflecting the terms of her
appointment, including the standard compensation for the Company's independent
directors and other normal terms relating to confidentiality and avoidance of
conflicts of interest, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 8.01 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 15, 2021, HF Group issued a press release announcing the appointment
of Valerie P. Chase to the Company's Board of Directors, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
On December 14, 2021, the Company moved its Principal Executive Offices to a new
location in offices leased at 6325 South Rainbow Boulevard, Suite 420, Las
Vegas, Nevada 89118.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
10.1 Letter Agreement by and between HF Foods Group Inc. and Valerie P.
Chase, dated December 10, 2021
99.1 Press Release, December 15, 2021
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