Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnAugust 12, 2022 ,Peter Jonna resigned from the board of directors (the "Board") ofShoals Technologies Group, Inc. (the "Company"), effective as ofAugust 15, 2022 .Mr. Jonna's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company thanksMr. Jonna for his service to the Company and its shareholders. OnAugust 15, 2022 , the Board appointed, effectiveAugust 15, 2022 , (i)Jeannette Mills as a Class II director, with a term expiring at the Company's annual meeting of stockholders in 2023 and (ii)Robert Julian as a Class III director, with a term expiring at the Company's annual meeting of stockholders in 2024 (Ms. Mills andMr. Julian are collectively referred to as the "New Directors"). These appointments reflect the Board's approval to increase the number of directors from seven to eight, as well asMr. Jonna's resignation from the Board. The Board also appointedMs. Mills to be a member of the Compensation Committee of the Board (the "Compensation Committee"), effectiveAugust 15, 2022 , andMr. Julian to be a member of the Audit Committee of the Board (the "Audit Committee"), effectiveAugust 15, 2022 . The Board has determined that the New Directors are independent for purposes of serving on the Board under the applicable rules of theSecurities and Exchange Commission (the "SEC") and Nasdaq.Ms. Mills currently serves as Executive Vice President and Chief External Relations Officer atTennessee Valley Authority ("TVA"), a federally owned electric utility, where she is responsible for leadingTVA's External Affairs, including overall Customer Service, Government & Community Relations, Federal Affairs, Economic Development, and Regulatory Assurance functions to achieve organizational objectives in accordance with the policies established byTVA's Board of Directors. Prior toTVA ,Ms. Mills held senior leadership roles at National Grid, theMaryland Public Service Commission ,Baltimore Gas & Electric , and Medifast, Inc., where she also served as a board member and member of the compensation committee. She holds a BS in Electrical Engineering fromVirginia Tech University and an MBA from Loyola University Maryland.Mr. Julian currently serves as Chief Financial Officer and Co-Interim Chief Executive Officer ofThe RealReal, Inc. (the "TheRealReal") (Nasdaq: REAL), the world's largest online marketplace for authenticated, consigned luxury goods, where he is responsible for developing and shaping company strategy and driving profitable growth. Prior to TheRealReal,Mr. Julian held senior financial leadership positions at Sportsman's Warehouse, Callaway Golf, Lydall,Legrand North America , Fisher Scientific, Cisco Systems and Honeywell. He holds a BA in Finance fromMichigan State University and an MBA in Finance from theUniversity of Michigan . The New Directors will be compensated and reimbursed in accordance with the Company's existing policies with respect to directors and committee members. The Company will enter into indemnification agreements with each of the New Directors in connection with their appointment to the Board. The indemnification agreements will be substantially the same form as the indemnification agreement for the other directors of the Company that was filed as Exhibit 10.5 to the Company's Registration Statement on Form S-1, filed with theSEC onDecember 30, 2020 . The New Directors were not selected as directors pursuant to any arrangements or understandings with the Company or with any other person. There are no other transactions with the New Directors which would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be 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 issued by Shoals Technologies
2022 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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