Item 1.01 Entry into a Material Definitive Agreement.
Departure of Doris Fritz-Bianchi
Effective September 9, 2022, Doris Fritz-Bianchi will depart from her position
as Head of People of the Company. On August 24, 2022, in connection with Ms.
Fritz-Bianchi's departure, the Company and Ms. Fritz-Bianchi entered into a
transition and separation agreement (the "Separation Agreement"). Pursuant to
the terms of the Separation Agreement, Ms. Fritz-Bianchi will receive (i) a
severance payment equal to an aggregate of $157,500, representing six months of
base salary, (ii) COBRA healthcare coverage for a maximum period of nine months
and (iii) accelerated vesting of 40,406 Restricted Stock Units. The Separation
Agreement also contains customary cooperation and non-disparagement provisions.
The foregoing description of the Separation Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Separation
Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Departure of Jerry Bruckheimer from the Board
On August 19, 2022, Jerry Bruckheimer notified the Company of his decision to
resign from the Board, effective immediately. Mr. Bruckheimer's resignation did
not result from any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
In connection with Mr. Bruckheimer's departure, the Consulting Agreement dated
May 11, 2022 by and between Mr. Bruckheimer and the Company (the "Consulting
Agreement") will terminate on September 19, 2022. Pursuant to the terms of the
Consulting Agreement, all remaining unvested portions of Mr. Bruckheimer's
incentive awards under the Consulting Agreement will be forfeited.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Items 1.01 and 1.02 of this Current Report on Form
8-K is hereby incorporated by reference.
Appointment of Seth Schorr to the Board
On August 25, 2022, a majority in voting power of the shares of capital stock of
the Company appointed Seth Schorr to the Board. Mr. Schorr, age 45, has served
as the Chief Executive Officer of Fifth Street Gaming since 2011. He also serves
as the chairman of Downtown Grand Hotel & Casino. Since beginning his career in
gaming and hospitality in 1991, Mr. Schorr served in various capacities at Wynn
Resorts and Mirage Resorts. In 2017 Mr. Schorr launched Commercial Streaming
Solutions which developed a patented media platform BettorView, that brings
sports betting content to casinos, bars, and stadiums throughout the country. In
2021, Schorr founded JefeBet, a multimedia and entertainment brand focused
towards engaging the Latino audience in the United States. Schorr is also a
founder of the Nevada Esports Alliance and continues to be a leader in the
convergence of esports and sports gambling. In 2021, Schorr was appointed to the
Nevada Gaming Control Board's Esports Technical Advisory Committee. Mr. Schorr
also co-founded Fifth Street Gaming which owns and operates five casinos and
controls a food and beverage operation that owns and manages more than 60
restaurants in the Las Vegas area and southern California. Mr. Schorr is a
graduate of the University of Pennsylvania.
Mr. Schorr will also join the Board's Compensation Committee. There is no
arrangement or understanding between Mr. Schorr and any other persons pursuant
to which Mr. Schorr was appointed as a director. Furthermore, there are no
family relationships between Mr. Schorr and any other director or executive
officer of the Company and there are no transactions between Mr. Schorr and the
Company that would be required to be reported under Item 404(a) of Regulation
S-K.
Item 5.07. Submission of Matters to a Vote of Security Holders
On August 25, 2022, a majority in voting power of the shares of capital stock of
the Company, authorized and approved, by written consent in accordance with
Section 228 of the Delaware General Corporation Law (the "DGCL"), the
appointment of Mr. Schorr to the Board.
Item 7.01 Regulation FD Disclosure
Headcount Restructuring Plan
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In August 2022, the Company implemented a plan to further reduce headcount. This
plan is unrelated to the reorganization previously announced by the Company in
July 2022. In connection with this restructuring, the Company expects to incur
severance and related costs of approximately $3 million (including stock-based
compensation), substantially all of which is expected to be incurred in the
third quarter of 2022. The annualized payroll cost savings from this
restructuring is expected to be at least $10 million.
Composition of Board Committees
Effective August 25, 2022, the Board reconstituted the membership of the
Compensation Committee to include Messrs.Seth Schorr, Henry Hoffman and Kent
Wakeford, with Mr. Wakeford serving as Chair.
Item 8.01. Other Events
The Company hereby transmits a copy of a notice to stockholders pursuant to
Section 228(e) of the DGCL. A copy of the notice is attached hereto as Exhibit
99.1.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Transition and Separation Agreement, dated August 24, 2022 between
Skillz Inc. and Doris Fritz-Bianchi
99.1 Notice to Certain Stockholders Under Section 228(e) of the Delaware
General Corporation Law dated August 25 , 2022
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