Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensation of Mr. Olson
On May 10, 2022, the Compensation Committee of the Board (the "Compensation
Committee") approved the following changes to the compensation of Dustin Olson
in light of his appointment to the position of Chief Operating Officer and Chief
Manufacturing Officer:
• an increase in Mr. Olson's base salary from $420,000 to $450,000, which
increase shall be retroactively effective as of March 1, 2022;
• an increase in the previously granted award opportunity to Mr. Olson under the
Company's short-term cash incentive program ("STIP") from 70% of Mr. Olson's
base salary to 85%, for a total potential award of $382,500; and
• the additional grant to Mr. Olson of a long-term incentive award on May 20,
2022, of $350,000, consisting in equal parts of performance-based restricted
stock units ("PSUs") and service-based restricted stock units ("RSUs") under the
PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan (the
"2021 Plan").
The award opportunity granted to Mr. Olson under the STIP is based on
achievement of pre-established Company performance goals (weighted at 70%) and
individual achievement (weighted at 30%), with payouts thereunder ranging from
0% to 200% of target. The RSUs to be granted to Mr. Olson on May 20, 2022 will
vest in substantially equal installments on each of the first four anniversaries
of the grant date, subject to Mr. Olson's continued employment with the Company
through the applicable vesting date. The PSUs granted to Mr. Olson may be earned
based on achievement of two equally weighted pre-established performance
objectives related to: (i) cumulative earnings before interest, taxes,
depreciation, and amortization through December 31, 2024, and (ii) cumulative
production at the Company's operational manufacturing facilities by December 31,
2024, and will vest on the date the attainment of such performance objectives is
determined by the Compensation Committee, subject to Mr. Olson's continued
employment with the Company through December 31, 2024. The actual number of
shares (if any) issued in settlement of the PSUs may range from a threshold
level of 50% to a maximum level 200% of target.
Committee Appointments
On May 11, 2022, the Board, upon recommendation of the Nominating and Corporate
Governance Committee, appointed Mr. Jacoby to serve as a member of the
Nominating and Corporate Governance Committee and appointed Mr. Bouck to serve
as chair of the Compensation Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 11, 2022, the Company held its 2022 Annual General Meeting of
Stockholders ("AGM").
As of the record date, March 15, 2022, there were 127,519,408 shares of the
Company's common stock issued and outstanding of which 110,954,733 shares were
present or represented by proxy at the AGM.
The stockholders voted at the AGM as follows:
Proposal 1 - to elect the following individuals to serve as Class I directors:
Broker
Name of Nominee Votes For Withheld Non-Votes
Tanya Burnell 98,128,792 5,695,023 7,130,918
Timothy Glockner 77,820,911 26,002,904 7,130,918
Dr. John Scott 79,993,356 23,830,460 7,130,918
Proposal 2 - to ratify the appointment of Grant Thornton LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2022:
Votes For Votes Against Abstain
110,667,136 110,830 176,767
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibit
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL
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