Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Effective June 26, 2020, the Board of Directors (the "Board") of Churchill
Capital Corp II (the "Company") appointed Dena Brumpton as a director of the
Company. Ms. Brumpton will serve as a Class III director of the Company with a
term expiring at the Company's third annual meeting of stockholders following
the Company's initial public offering. Ms. Brumpton will serve on the Audit
Committee of the Board.
Ms. Brumpton is currently a Non-Executive Director of Leathwaite Human Capital
Limited, Non-Executive Director of Scottish Widows Schroder Wealth Holdings
Limited where she chairs the Audit and Risk Committees in addition to being a
member of the Remuneration Committee and Non-Executive Director of Maitland
International Holdings Limited. Previously, she was the CEO for Barclays
Savings, Investments and Wealth Management. Prior to Barclays, over the course
of thirty years, Ms. Brumpton held various roles at Citigroup where she held
several senior leadership positions in Asset Management, Corporate and
Investment Banking and most recently Private Banking and Wealth Management,
where she was Global Chief Operating Officer for the Private Bank.
In connection with her election to the Board, Ms. Brumpton will enter into an
indemnification agreement with the Company pursuant to which the Company will
agree to indemnify her from certain liabilities that may arise by reason of her
status as a director and advance certain expenses incurred by her. The form of
indemnification agreement was filed as Exhibit 10.7 to the Registration
Statement on Form S-1, filed with the Securities and Exchange Commission (the
"SEC") on June 10, 2019. Ms. Brumpton will also enter into a letter agreement
among Churchill Sponsor II LLC and the Company's officers and directors, and
this agreement waives certain redemption rights and certain rights to
liquidating distributions from the trust account. The form of letter agreement
was filed as Exhibit 10.2 to the Registration Statement on Form S-1, filed with
the Securities and Exchange Commission on June 10, 2019.
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