OFFERPAD SOLUTIONS INC. Item 1.01 Entry into a Material Definitive Agreement.
Third Amended and Restated
The SPE Amendment, among other things, (i) amends provisions relating to
interest rates to transition calculations from the London Interbank Offered Rate
(LIBOR) plus an applicable margin to the Secured Overnight Financing Rate (SOFR)
plus an applicable margin and (ii) extends the maturity date from
The foregoing does not purport to be a complete description of the terms of the SPE Amendment and such description is qualified in its entirety by reference to the SPE Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Chief Operating Officer Transition
Effective
CFO and CLO Amended and Restated Employment Agreements
Effective
The term of employment under the Employment Agreements is for one year, and will
automatically renew for successive one-year periods, unless either party
provides at least 45 days of advance written notice of the party's intention not
to renew the then-current term. Pursuant to the Employment Agreements, Messrs.
Burnett and Aronovitch are entitled to receive annual base salaries of
In addition, Messrs. Burnett and Aronovitch are eligible to receive equity-based compensation awards as determined by the Board (or a subcommittee thereof) from time to time. Messrs. Burnett and Aronovitch also are eligible to participate in the health and welfare benefit plans and programs maintained by us for the benefit of our employees, as well as the paid-time-off programs maintained by us for the benefit of our executives generally.
Under the Employment Agreements, on a termination of the employment of Messrs. Burnett or Aronovitch by the Company without "Cause", by the executive for "Good Reason" (each, as defined in the Employment Agreements) or by reason of a non-renewal of the term by the Company (each, a "Qualifying Termination"), the executive is eligible to receive the following severance payments and benefits:
(i) (A) an amount equal to the executive's then-current annual base
salary, payable in substantially equal installments in accordance with
the Company's normal payroll practices over 12 months following the
date of termination; or (B) if such Qualifying Termination occurs
within the period commencing three months prior to and ending one year
following the date on which a Change in Control (as defined in the
2021 Plan) is consummated (a "CIC Termination"), an amount
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equal to the sum of the executive's then current base salary and
target bonus, generally payable in installments over 12 months
following the date of termination or, if the CIC Termination occurs on
or within one year following the Change in Control, in a single lump
sum within 30 days following the date of termination;
(ii) if such Qualifying Termination is a CIC Termination, an amount equal
to the pro-rata portion of the executive's annual bonus that would
have otherwise been earned by the executive for the year in which the
termination occurs (determined in accordance with the executive's
Employment Agreement and pro-rated based on the number of days the
executive was employed by the Company during such year), payable no
later than March 15 of the year following the year in which the
termination occurs;
(iii) Company-paid healthcare coverage and life insurance for up to 12
months following the date of termination; and
(iv) if such Qualifying Termination is a CIC Termination, any
then-outstanding unvested Company equity compensation award that
vests solely based on time shall become fully vested on an
accelerated basis as of the date of termination (or upon the Change
in Control, if later), and any equity compensation awards that are
subject to performance conditions shall be treated in accordance with
the terms and conditions set forth in the applicable award agreement.
The eligibility of the executive to receive such severance payments and benefits upon a Qualifying Termination, as described above, is subject to his timely execution and non-revocation of a general release of claims in favor of the Company and continued compliance with restrictive covenants.
In addition, the Employment Agreements contain customary confidentiality and
assignment of inventions provisions, as well as (i) standard non-compete and
service provider/customer non-solicitation restrictions effective during
employment and for 18 months thereafter and (ii) non-disparagement provisions,
effective during employment and for 24 months thereafter. Further, the
Employment Agreements include a "best pay" provision under Section 280G of the
Code, pursuant to which any "parachute payments" that become payable to
The foregoing description of the Employment Agreements is qualified in its entirety by reference to the full text of such agreements, which are included as Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Item 1 - Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified.
Votes
NOMINEE Votes FOR WITHHELD Broker Non-Votes
Brian Bair 334,617,237 2,312,832 26,895,516
Roberto Sella 334,610,379 2,319,690 26,895,516
Kenneth DeGiorgio 333,585,696 3,344,373 26,895,516
Item 2 - Ratification of the appointment of
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 363,789,285 21,630
14,670 0
Item 3 - Approval, on an advisory (non-binding) basis, of the frequency of
future advisory votes on the compensation of the Company's named executive
officers.
Votes for 1 Year Votes for 2 Years Votes for 3 Years Votes ABSTAINED Broker Non-Votes
301,918,966 2,699,747 32,265,038 46,318 26,895,516
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Based on the foregoing votes, the three Class I director nominees were elected,
the appointment of Deloitte as the Company's independent registered public
accounting firm for the fiscal year ending
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this Report:
Exhibit Description 10.1* Third Amended and RestatedMaster Loan and Security Agreement, dated as ofJune 7, 2022 , by and amongCitibank, N.A .,OP SPE Borrower Parent, LLC ,OP SPE PHX1, LLC ,OP SPE TPA1, LLC andWells Fargo Bank, N.A. 10.2 Amended and Restated Employment Agreement, datedJune 6, 2022 , by and betweenMichael Burnett andOfferpad Solutions Inc. 10.3 Amended and Restated Employment Agreement, datedJune 6, 2022 , by and betweenBenjamin Aronovitch andOfferpad Solutions Inc. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Certain exhibits and schedules have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit
will be furnished to the
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