Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 24, 2022, INNOVATE Corp. (the "Company") notified the New York Stock
Exchange ("NYSE") that the Company was no longer in compliance with Section
303A.07(a) of the NYSE Listed Company Manual (the "NYSE 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 Brian Goldstein as described in Item 5.02 of this
Form 8-K, the Audit Committee of the Board of Directors of the Company (the
"Board") has two independent directors. The Company is continuing to identify
independent director candidates and intends to complete the process as soon as
practicable.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 28, 2022, the Board appointed Brian Goldstein as a director to fill one
of the vacancies on the Board and decreased the size of the Board from six
directors to five directors in accordance with the Company's Bylaws. Following
the appointment of Mr. Goldstein, the Board currently consists of four members,
three of whom are independent, with one remaining vacancy.
Mr. Goldstein will serve as a director until the Company's 2023 Annual Meeting
of Stockholders and until his successor is duly elected and qualified or until
his earlier death, resignation or removal. In addition, Mr. Goldstein was
appointed to serve as the Chairman of the Audit Committee and as a member of the
Compensation Committee and the Nominating and Governance Committee.
The Board has determined that Mr. Goldstein qualifies as an independent director
under the applicable rules of the NYSE and the rules and regulations of the
Securities and Exchange Commission ("SEC"). There are no transactions between
the Company and Mr. Goldstein that would require disclosure under Item 404(a) of
Regulation S-K. Mr. Goldstein 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 Mr. Goldstein in the form
attached as Exhibit 10.12 to the Company's most recent Annual Report on Form
10-K. Mr. Goldstein will also continue to serve as a director on the Board of
DBM Global Inc., a subsidiary of the Company, where he has served since 2021.
Item 7.01. Regulation FD Disclosure.
On June 29, 2022, the Company issued a press release announcing Mr. Goldstein'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 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated June 2 9 , 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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