Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 2, 2022, the Board of Directors (the "Board") of INNOVATE Corp. (the
"Company") appointed Amy Wilkinson as a director to fill the remaining vacancy
on the Board, effective immediately. Following the appointment of Ms. Wilkinson,
the Board consists of five members, four of whom are independent.
Ms. Wilkinson will serve as a director until the Company's 2023 Annual Meeting
of Stockholders and until her successor is duly elected and qualified or until
her earlier death, resignation or removal. In addition, Ms. Wilkinson was
appointed to serve as a member of the Audit Committee of the Board and the
Compensation Committee of the Board.
The Board has determined that Ms. Wilkinson qualifies as an independent director
under the applicable rules of the New York Stock Exchange (the "NYSE") and the
rules and regulations of the Securities and Exchange Commission ("SEC"). There
are no transactions between the Company and Ms. Wilkinson that would require
disclosure under Item 404(a) of Regulation S-K. Ms. Wilkinson will participate
in the Company's compensation program for non-employee directors as described
under the caption "Compensation of Directors" in the definitive proxy statement
for the Company's 2022 Annual Meeting of Stockholders filed with the SEC on
April 27, 2022. The Company will also enter into an indemnification agreement
with Ms. Wilkinson in the form attached as Exhibit 10.12 to the Company's most
recent Annual Report on Form 10-K.
Item 7.01. Regulation FD Disclosure.
On August 2, 2022 the Company issued a press release announcing Ms. Wilkinson's
appointment to the Board. The press release related to this announcement is
attached hereto as Exhibit 99.1.
The information above is being furnished, not filed, pursuant to Item 7.01 of
Form 8-K. Accordingly, the information in Item 7.01 of this Form 8-K, including
Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, unless specifically identified therein as being
incorporated by reference.
Item 8.01 Other Events.
The Company previously disclosed in its Current Report on Form 8-K filed on June
29, 2022 that it had notified the NYSE that it was no longer in compliance with
Section 303A.07(a) of the NYSE Listed Company Manual corporate governance
standards, which requires, among other things, that the audit committee of a
listed company have at least three independent directors. Following the
appointment of Ms. Wilkinson to the Audit Committee as described in Item 5.02 of
this Current Report on Form 8-K, the Company believes it has regained compliance
with this NYSE listing requirement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated August 2, 2022.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within
the inline XBRL document).
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