Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 29, 2022, Allan Grafman, who became the Chief Executive Officer of
IDW Media Holdings, Inc. (the "Company") submitted his resignation as a member
of the Board of Directors (the "Board") of the Company, and the Board appointed
Mr. Grafman as an Ex Officio (non-voting) member of the Board. Mr. Grafman's
resignation is related to his appointment as Chief Executive Officer of the
Company and the Company's desire to maintain a majority of members of the Board
as "independent" as defined in the Company's Corporate Governance Guidelines,
and is not related to any disagreement with the Company relating to the
Company's operations, policies or practices.
On August 29, 2022, Sanford (Sandy) Climan submitted his resignation as a member
of the Board and the Board appointed Mr. Climan as an Ex Officio(non-voting)
member of the Board. Mr. Climan's resignation is in accordance with the
Company's desire to maintain a majority of the Board as "independent," and is
not related to any disagreement with the Company relating to the Company's
operations, policies or practices.
(c) Pursuant to the terms of the Employment Agreement, dated August 21, 2022,
between the Company and Mr. Grafman, on August 30, 2022, the Company issued to
Mr. Grafman options to purchase 70,398 shares of the Company's Class B Common
Stock (which represents one-half of one percent (0.5%) of the issued and
outstanding stock of the Company). The Company has previously erroneously
reported, in a Current Report on Form 8-K filed on August 24, 2022 (the "Prior
8-K"), that it would be issuing options to purchase 67,671 of Class B Common
Stock to Mr. Grafman.
(e) In connection with Ezra Y. Rosensaft's removal as Chief Executive Officer as
previously disclosed in the Prior 8-K, on August 29, 2022, the Company and Mr.
Rosensaft entered into a Separation and General Release Agreement (the
"Separation Agreement"), which provides, among other things, that the Company
shall pay Mr. Rosensaft $645,785, which will be paid in fifty-two (52) bi-weekly
installments beginning no later than on the Company's second payroll date
following the effective date of the Separation Agreement.
Pursuant to the terms of the Separation Agreement, Mr. Rosensaft is subject to
certain restrictive covenants, including restrictions on his ability to solicit
the employees and customers of the Company for a period of twelve (12) months
following his separation.
The foregoing summary of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the Separation
Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Document
10.1 Separation and General Release Agreement, dated August 29, 2022,
between the Company and Ezra Y. Rosensaft.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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IDW MEDIA HOLDINGS, INC. 
