Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Carlos A. Rodriguez as Chief Financial Officer (Item 5.02(c))
Effective no later than August 1, 2022, Carlos A. Rodriguez will be appointed as
HF Foods Group Inc.'s (the "Company") permanent Chief Financial Officer. Mr.
Rodriguez will succeed Felix Lin, who has served as the Company's Interim Chief
Financial Officer since May 9, 2022. Mr. Lin will continue to hold this position
until Mr. Rodriguez's appointment becomes effective and will continue to hold
his position as the Company's Chief Operating Officer after Mr. Rodriguez's
appointment becomes effective.
Mr. Rodriguez, 48, previously served as Chief Accounting Officer and Vice
President, Corporate Finance for Generate Life Sciences, Inc., a global life
sciences company, since October, 2019. Prior to joining Generate Life Sciences,
Mr. Rodriguez served as Vice President, Accounting and Corporate Finance, for
California Pizza Kitchen, Inc., a casual dining chain, from January, 2017 to
October, 2019. From September, 2015 to December, 2016, Mr. Rodriguez served as
Senior Director of Accounting at DreamWorks Animation, LLC. Mr. Rodriguez
received his Bachelor of Science in Accounting from the Kenneth Leventhal School
of Accounting at the University of Southern California ("USC"), and his Master's
of Business Administration from the Marshall School of Business at USC.
There are no family relationships between Mr. Rodriguez and any director or
executive officer of the Company. There are no transactions to which the Company
is a party and in which Mr. Rodriguez has a direct or indirect material interest
that would be required to be disclosed under Item 404(a) of Regulation S-K.
Offer Letter (Item 5.02(e)) Mr. Rodriguez entered into an offer letter with the
Company (the "Offer Letter") providing for an at-will employment relationship.
The Offer Letter provides that Mr. Rodriguez will receive an annual base salary
of $400,000. The Offer Letter also provides Mr. Rodriguez with the opportunity
to receive an annual target bonus equal to 100% of his base salary and equity
grants in the form of restricted stock units equal to the value of 50% of his
base salary and performance stock units equal to the value of 50% of his base
salary. For fiscal year 2022, Mr. Rodriguez will receive a prorated guaranteed
bonus in the amount of $250,000.00, payable on or before March 31, 2023. Mr.
Rodriguez will also be eligible for severance benefits under the HF Foods Group
Severance Plan (the "Severance Plan"), including payment of his annual base
salary for termination without cause (as defined under the Severance Plan), or
termination for good reason (as defined under the Severance Plan), and two times
base salary for a termination by the Company or acquiring party in conjunction
with a change in control. The Severance Plan was filed with the Securities and
Exchange Commission on August 4, 2021 as Exhibit 10.1 to the Company's Current
Report on Form 8-K, and is incorporated by reference herein.
The foregoing description of the terms and conditions of the Offer Letter does
not purport to be complete and is qualified in its entirety by the full text of
the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 14, 2022, the Company issued a press release regarding the appointment
of Mr. Rodriguez as the Company's Chief Financial Officer, a copy of which is
furnished as Exhibit 99.1 hereto.
This information, including Exhibit 99.3, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains statements that are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends these forward-looking statements to be covered by the safe
harbor provisions for such statements. All statements that do not concern
historical facts are forward-looking statements. The words "believe," "could,"
"possibly," "probably," "anticipate,"
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"estimate," "project," "expect," "may," "will," "should," "seek," "intend,"
"plan," "expect," or "consider" and similar expressions are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements. These forward-looking statements should be considered in light of
these risks and uncertainties. The Company bases its forward-looking statements
on information currently available to it at the time of this report and
undertakes no obligation to update or revise any forward-looking statements,
whether as a result of changes in underlying circumstances, new information,
future events or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
No. Description
10.1 Offer Letter , dated July 8, 2022, by and among HF Foods Group, Inc.
and Carlos A. Rodriguez
99.1 Press release dated July 14, 2022
104 Cover Page Interactive Data File. The cover page XBRL tags are embedded
within the inline XBRL document (contained in Exhibit 101)
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