Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2022, the Board of Directors (the "Board") of SmileDirectClub, Inc.
(the "Company") elected Alex Dimitrief as a member of the Board, effective July
25, 2022. Mr. Dimitrief will serve on the Board as a Class III director until
the Company's 2025 annual meeting of stockholders or until his successor is duly
elected and qualified or until his earlier death, resignation, or removal. Mr.
Dimitrief will also become a member of the Audit Committee and the Nominating
and Corporate Governance Committee.
Mr. Dimitrief 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.
There is no arrangement or understanding between Mr. Dimitrief and any other
persons or entities pursuant to which he was appointed as a director, and there
are no transactions in which Mr. Dimitrief has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Dimitrief'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 July 25, 2022, announcing the
election of Alex Dimitrief to the Board of
SmileDirectClub, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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