Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 17, 2023, the Board of Directors (the "Board") of Local Bounti
Corporation (the "Company"), upon the recommendation of its Nominating and
Corporate Governance Committee, expanded the Board by one seat and appointed
Jennifer Carr-Smith as a Class III director and to the Compensation Committee of
the Board, in each case effective as of May 15, 2023. The Board has determined
that Ms. Carr-Smith is independent under the applicable requirements of the New
York Stock Exchange and the Company's Corporate Governance Guidelines.
Ms. Carr-Smith has served as President of JCS Advisory Services, LLC, a firm
providing advisory services to high growth companies in the consumer space since
April 2018. Since July 2021, Ms. Carr-Smith has served as the Co-Founder and
President of Athena Consumer Acquisition Corp. (NYSE: ACAQ.U), a company formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business combination
with one or more businesses. Previously, Ms. Carr-Smith was General
Manager/Senior Vice President North America Local of Groupon, Inc. (NYSE: GRPN),
Chief Executive Officer/President of Peapod Online Grocer, LLC, and Chief
Operating Officer of each of J. Crew Direct, giggle, and Gilt.com.
Ms. Carr-Smith is Chair of the Board of Blue Apron Holding, Inc. (NYSE: APRN), a
Non-Executive Director of Woolworths Group (ASX: WOW) and is a member of the
Board of Directors of several private companies. Ms. Carr-Smith holds a B.A.
degree in economics from Brown University and an M.B.A. degree from Harvard
Business School.
Ms. Carr-Smith will receive the same annual board member and committee member
service retainers for her service as a director as the Company's other
non-employee directors. Additionally, in connection with Ms. Carr-Smith's
appointment to the Board, the Company and Ms. Carr-Smith will enter into an
indemnification agreement in the same form as the Company has previously entered
into with each of the Company's existing independent directors. This form is
filed as Exhibit 10.3 to the Company's Current Report on Form 8-K (File
No. 001-40125), filed with the Securities and Exchange Commission on
November 22, 2021.
Ms. Carr-Smith is not a party to any arrangement or understanding with any
person pursuant to which she was appointed as a member of the Board, nor is she
a party to any transactions required to be disclosed under Item 404(a) of
Regulation S-K involving the Company or any of its subsidiaries.
Item 7.01 Regulation FD Disclosure.
On March 21, 2023, the Company issued a press release announcing the appointment
of Ms. Carr-Smith to the Board. A copy of the press release is furnished
herewith as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, and shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated March 21, 2023
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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