Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Dallas Imbimbo from the Board of Directors
On April 8, 2022, Dallas Imbimbo informed the board of directors (the "Board")
of Greenlane Holdings, Inc. (the "Company") of his resignation as a member of
the Board, effective upon the Board's appointment of a new director. Mr.
Imbimbo's resignation was due to his desire to devote more time to his other
business interests and was not the result of any disagreements with the Company
on any matter relating to the Company's operations, policies or practices. Mr.
Imbimbo also served as chair of the Nominating and Corporate Governance
Committee (the "Nominating Committee") of the Board. As described below, the
Board has appointed Renah Persofsky to fill the vacancy created by Mr. Imbimbo's
resignation.
Appointment of Renah Persofsky to the Board of Directors
On April 11, 2022, the Board appointed Renah Persofsky as a member of the Board,
effective immediately, to fill the vacancy created by Mr. Imbimbo's resignation.
Ms. Persofsky will serve as a member of the Nominating Committee, and will
assume the role of chair of the Nominating Committee.
Ms. Persofsky has served as the Chief Executive Officer of Strajectory Corp.
since 2010 and was an Executive Consultant of Canadian Imperial Bank of Commerce
from 2011 to 2021. Since October 2017, Ms. Persofsky has served as the Vice
Chairwoman and Lead Director of Tilray Inc. (Nasdaq: TLRY) (previously Aphria
Inc.), and has served as the Executive Chairwoman of Green Gruff Inc. since July
2019. Ms. Persofsky is also currently a Board Member of K.B. Recycling Ltd.,
(Alkemy) and Hydrofarm Holdings Group (Nasdaq: HYFM). Ms. Persofsky has also
previously served as an Executive Consultant to many iconic brands including Tim
Hortons, Canadian Tire, Canada Post and Interac, and was an Executive Officer of
the Bank of Montreal. She previously co-chaired the Canadian Minister's Advisory
Committee on Electronic Commerce, as well as served as a Special Advisor to the
Minister of Foreign Affairs and Trade.
Ms. Persofsky's compensation as a director will be consistent with the
compensation policies applicable to the Company's other non-employee directors.
The Company has entered into an indemnification agreement with Ms. Persofsky in
connection with her appointment to the Board, which is in substantially the same
form as that entered into with the executive officers and other directors of the
Company. Neither Ms. Persofsky nor any member of her immediate family has or had
a direct or indirect interest in any transaction in which the Company or any of
its subsidiaries is or was a participant that would be required to be disclosed
under Item 404(a) of Regulation S-K.
Appointment of Darshan Dahya as Chief Accounting Officer
On April 11, 2022, the Board appointed Darshan Dahya as the Company's Chief
Accounting Officer, effective April 18, 2022.
Mr. Dahya has served as the Senior Vice President of Accounting of MedMen
Enterprises Inc., ("MedMen") (CSE: MMEN) (OTCQX: MMNFF) since August 2018. Prior
to joining MedMen, Mr. Dahya served as the Corporate Controller of MusclePharm
Corporation (OTCQX: MSLP) from January 2018 to August 2018, and held a variety
of roles with BDO USA, LLP, BDO Canada and BDO Wellington (New Zealand), having
served as a Senior Manager from January 2014 through May 2017, as a Manager from
September 2011 through November 2013 and as an Assistant Audit Manager from
January 2007 through March 2011. Mr. Dahya is a Chartered Accountant with a
Bachelors of Commerce and Administration (B.C.A.) in Accounting and Commercial
Law and a Graduate Diploma in Professional Accounting from Victoria University
of Wellington.
Neither Mr. Dahya nor any member of his immediate family has or had a direct or
indirect interest in any transaction in which the Company or any of its
subsidiaries is or was a participant that would be required to be disclosed
under Item 404(a) of Regulation S-K. The Company has entered into an
indemnification agreement with
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Mr. Dahya in connection with his appointment as Chief Accounting Officer, which
is in substantially the same form as that entered into with the other executive
officers and directors of the Company.
Item 7.01. Regulation FD Disclosure.
On April 13, 2022, the Company issued a press release announcing the resignation
of Mr. Imbimbo as a member of the Board, the appointment of Ms. Persofsky to the
Board and the appointment of Mr. Dahya as the Company's Chief Accounting
Officer. A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing made by the Company under the
Exchange Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
99.1* Press release of Greenlane Holdings, Inc., dated April 13, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101)
_______________
* Furnished herewith.
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