Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Mr. Greenblatt and Appointment of Mr. Rubado
On September 27, 2021, Sterling Check Corp. (the "Company") and certain selling
stockholders completed the initial public offering of an aggregate of 16,427,750
shares of Sterling's common stock, including 2,142,750 shares purchased pursuant
to the full exercise by the underwriters of their option to purchase additional
shares. As anticipated and discussed in the Company's Registration Statement on
Form S-1 (File No. 333-259113) (the "Registration Statement") with respect to
the initial public offering, William Greenblatt resigned from the Company's
Board of Directors (the "Board") on September 27, 2021, and Arthur J. Rubado III
has been appointed to the Board effective September 27, 2021. Mr. Greenblatt's
resignation was not the result of any disagreement with the Company.
The Board has appointed Arthur J. Rubado III as a Class II director, effective
September 27, 2021. Mr. Rubado will hold office until the annual meeting of
stockholders to be held in 2023 and until his successor shall be elected and
qualified, or until his earlier death, resignation, retirement, disqualification
or removal. There are no transactions in which Mr. Rubado has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Rubado is a Managing Director, Private Equity, and Head of CDPQ U.S. He
joined CDPQ U.S. in January 2018 and oversees the Private Equity portfolio. He
is also responsible for the New York office and sits on the International
Private Equity Investment Committee. Mr. Rubado has 30 years of operating and
investing experience. Before joining CDPQ, he was a Managing Director and
Operating Partner at Reservoir Capital, where he worked with portfolio company
senior management and directors in healthcare, high tech and services.
Previously, he was a Director in Kohlberg Kravis Roberts & Co.'s ("KKR")
operating executive group, KKR Capstone, where he worked in healthcare, high
tech, retail/distribution and financial services, in both large scale and
start-up/new company platforms. Prior to KKR, he was a founding member of
executive management for SmartOps Corporation, an enterprise software developer,
which was acquired by SAP AG. Earlier in his career, he was a consultant at
McKinsey & Company, and worked in project, risk and operations management roles
for the Royal Dutch/Shell Group. Mr. Rubado holds a B.S. in Mechanical &
Aerospace Engineering with distinction from Cornell University and an M.B.A.
with honors from Harvard Business School. He sits on the Boards of Directors of
Constellation Insurance Holdings, Allied Universal, AlixPartners, PetSmart,
TeamHealth and ITI Data. He has previously been a Board member at Clarios,
MyEyeDr, ClearTrail Real Estate, and Chairman of ClearCaptions LLC. Mr. Rubado
was selected to serve as a director because of his extensive experience in
private equity investing, domestic and international experience, and service on
the boards of directors of other companies.
The Company has entered into its standard form of indemnification agreement for
directors and officers with Mr. Rubado. The form of indemnification agreement
was previously filed as Exhibit 10.11 to the Company's Registration Statement on
Form S-1 filed on August 27, 2021 and is incorporated herein by reference.
Establishment of Director Compensation Policy
The Board established a Director Compensation Policy, effective as of
September 27, 2021, that provides that each non-employee director of the Board
will receive an annual retainer of $50,000 for service on the Board. In addition
to the annual retainer, each Non-Employee Director serving as the Non-Executive
Board Chair, or as a committee member or chair, as applicable, shall receive an
additional annual retainer for such service. A Non-Employee Director may elect
to receive 50% or 100% of his or her annual retainer, in lieu of cash, in the
form of shares of common stock of the Company. Each non-employee directors'
compensation for service on the Board will be consistent with the Director
Compensation Policy.
The Director Compensation Policy is filed as Exhibit 10.2 to this Current Report
on Form 8-K.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 22, 2021, following the effectiveness of the Registration
Statement, the following became effective:
(1) Amended and Restated Certificate of Incorporation of the Company, dated
September 22, 2021 (the "Certificate of Incorporation"), substantially in
the form previously filed as Exhibit 3.1 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 filed on September 13, 2021;
and
(2) Amended and Restated Bylaws of the Company (the "Bylaws"), substantially
in the form previously filed as Exhibit 3.2 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 filed on September 13, 2021.
The Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and
3.2, respectively, to this Current Report on Form 8-K. The terms of the
Certificate of Incorporation and Bylaws are substantially the same as the terms
set forth in the forms of such documents filed as exhibits to the Registration
Statement and as described therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of Sterling Check
Corp.
3.2 Amended and Restated Bylaws of Sterling Check Corp.
10.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.11 to the Company's Registration Statement on Form S-1
filed on August 27, 2021).
10.2 Director Compensation Policy.
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