Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure and Replacement of Chief Financial Officer
Effective January 20, 2022, Mr. Jeffrey Clayborne ("Mr. Clayborne"), Verb
Technology Company, Inc.'s (the "Company") Chief Financial Officer and
Treasurer, resigned from the Company and, as further described below, is being
replaced by Salman H. Khan ("Mr. Khan"), who joined the Company in May 2021,
following his role as business division Chief Financial Officer, among other
senior executive level positions at Occidental Petroleum Corporation (NYSE: OXY)
and its spinoff, California Resources Corporation (NYSE: CRC), a New York Stock
Exchange listed company with a market capitalization of approximately $3.5
billion. Mr. Clayborne will remain with the Company as a consultant to assist
with transition matters. Mr. Clayborne's departure is not due to a dispute or
disagreement with the Company.
Appointment of New Interim Chief Financial Officer
Effective January 20, 2022, the Company appointed Mr. Khan, age 43, as its
Interim Chief Financial Officer, Treasurer, Principal Financial Officer and
Principal Accounting Officer. Mr. Khan will oversee the Company's mergers and
acquisitions, capital markets, investor relations, financial reporting,
financial planning and analysis and accounting functions. Mr. Khan previously
served as the Company's Executive Vice President of Corporate Development and
Strategic Planning, and in that capacity worked closely with the Company's CEO
in connection with mergers and acquisitions and capital markets activities, and
with the Company's finance teams, and as such is thoroughly familiar with the
Company's financial systems and processes. Mr. Khan has more than 20 years of
finance and accounting experience and has held senior executive level leadership
roles at business divisions of OXY and CRC, including the role of business
division Chief Financial Officer. During his time at OXY and CRC, Mr. Khan led
the companies' corporate development and finance initiatives, and established a
renewable energy business. Mr. Khan previously spent eight years at Arthur
Andersen, PricewaterhouseCoopers and Ernst & Young, where he served domestic and
international clients in the technology, media, telecommunications,
entertainment, and biotechnology industries. Mr. Khan holds a Masters in
Business Administration from the University of Michigan, Ross School of Business
and is a licensed chartered certified accountant (UK).
The Compensation Committee of the Company's Board of Directors will make
recommendations with respect to Mr. Khan's new employment agreement and
compensation. The Company will file a subsequent Current Report on Form 8-K to
disclose such new arrangements.
There are no arrangements or understandings between Mr. Khan and any person
other than with the Company pursuant to which he was appointed as Interim Chief
Financial Officer, Treasurer, Principal Financial Officer or Principal
Accounting Officer. There is no family relationship between Mr. Khan and any
director or executive officer of the Company or any person nominated or chosen
to become a director or executive officer of the Company. Mr. Khan has no direct
or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Elimination of the Chief Information Officer Position
The Company is eliminating the Chief Information Officer position. The
employment of Mr. Mitchell Bledsoe ("Mr. Bledsoe"), the Company's former Chief
Information Officer, ended on January 20, 2022 and his role and responsibilities
reassigned to existing personnel. Mr. Bledsoe's departure is not due to a
dispute or disagreement with the Company.
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