Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2022, the Board of Directors (the "Board") of SmileDirectClub, Inc. (the "Company") elected Linda Williams as a member of the Board, effective June 3, 2022, immediately following the Company's Annual Meeting of Stockholders to be held on that same date. Ms. Williams will serve on the Board as a Class II director until the Company's 2024 annual meeting of stockholders or until her successor is duly elected and qualified or until her earlier death, resignation, or removal. Ms. Williams will also become a member of the Audit Committee.

Ms. Williams will receive compensation consistent with the Company's other non-employee directors as described in Exhibit 10.12 to the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 1, 2022, except that her initial equity award will have a grant date fair value of $225,000, and she will also receive a one-time cash payment of $75,000.

There is no arrangement or understanding between Ms. Williams and any other persons or entities pursuant to which Ms. Williams was appointed as a director, and there are no transactions in which Ms. Williams has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. William's appointment to the Board is filed herewith as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.




Item 9.01.     Financial Statements and Exhibits.


(d) Exhibits.

Exhibit No.                  Description
99.1                           Press Release dated May     31    , 2022, announcing the election of
                             Linda Williams to the Board of SmileDirectClub, Inc.
104                          Cover Page Interactive Data File (embedded within the Inline XBRL
                             document)

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