Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 5, 2020, the Board of Directors (the "Board") of Splash Beverage
Group Inc. (the "Company") increased it size to six (6) members and appointed
Peter J. McDonough as a member of the Board, effective as of October 5, 2020.
Peter McDonough currently serves as Chief Executive Officer of Trait
Biosciences. Previously he served as a senior executive at Diageo North America
for nearly a decade as its President, Chief Marketing & Innovation Officer from
2009 to 2015.
In his diverse career, Mr. McDonough has worked in six different industries and
successfully led organizations on three continents. After teaching at The
University of Canterbury's Graduate School of Business in New Zealand, and prior
to his time at Diageo, Mr. McDonough was Procter & Gamble's Vice President of
European Marketing overseeing Duracell Batteries and Braun Appliances. Earlier,
he served on the MBA faculty teaching marketing strategy at the University of
Canterbury's Graduate School of Commerce in New Zealand. Mr. McDonough served as
Procter & Gamble's Vice President of European Marketing for Duracell Batteries
and Braun Appliances. Prior to his overseas roles Mr. McDonough served as
Gillette's head of North American Marketing where he led the brand marketing
organization for the company's flagship Blade/Razor and Personal Care Business.
Earlier in his career, he served as Director of North American Marketing at
Black & Decker where he was involved in launching the DeWalt Power Tool Company.
Mr. McDonough is an alumnus of Cornell University and holds a Master of Business
Administration from the Wharton School of Business. He currently also serves on
the Board of Directors of Trait Biosciences, Franklin Templeton's Benefit Street
RFT, The Pi Group, and on the Advisory Boards of Viridian Capital Advisors. Mr.
McDonough previously served on the board of directors of Splash Beverage Group,
Inc., a Nevada corporation and wholly owned operating subsidiary of the Company,
from 2013 to 2020, and on the board of directors of not for profit organizations
including Effies Worldwide, The AdCouncil of America and The Children's Trust
Fund of Massachusetts.
In consideration for his service as a member of the Board, Mr. McDonough will
receive warrants to purchase 1,000,000 shares of the Company's common stock (the
"Warrants"). The shares subject to the Warrants will vest ratably, with
one-third of the shares vesting on the initial grant date and each anniversary
of the grant date thereafter, such that the Warrants are fully vested on the
second anniversary of the date of grant, subject to Mr. McDonough's continuous
services on each applicable vesting date. Mc. McDonough is also entitled to
receive a $1,000 cash payment for attendance at each Board meeting and
reimbursement for all out-of-pocket expenses related to attendance at any
meeting of the Board.
Mr. McDonough does not have a family relationship with any of the executive
officers or directors of the Company. There are no arrangements or
understandings between Mr. McDonough and any other persons pursuant to which she
was selected as a director, and there are no transactions in which she has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On October 7, 2020, the Company issued a press release (the "Release")
announcing Mr. McDonough's appointment to the Board. A copy of the Release is
being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibits
99.1 shall not be deemed "filed" for purposed of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities under that Section and shall not be deemed to be incorporated
into any filing of the Company under the Securities Act of 1933, as amended, or
the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
99.1 Press Release dated October 7, 2020
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