Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Andrew Pancer to the Board
On February 13, 2023, the Board of Directors (the "Board") of Nogin, Inc. (the
"Company"), upon the recommendation of the Nominating and Corporate Governance
Committee (the "Nominating Committee"), appointed Andrew Pancer to fill the
vacancy on the Board created by the resignation of Jan-Christopher Nugent.
Mr. Pancer will serve as a Class I director of the Board for a term ending at
the 2023 annual meeting of stockholders of the Company, with such appointment
effective as of February 13, 2023 (the "Effective Date"). In approving the
appointment, the Board concluded that Mr. Pancer satisfies the independence
requirements of the Nasdaq Stock Market and the Company's Corporate Governance
Guidelines and the Securities and Exchange Commission rules regarding audit
committee membership. Mr. Pancer was appointed to serve as a member of the
Nominating Committee and as a member of the Audit Committee of the Board.
Andrew Pancer, 52, is a Founding Partner at Big Red House Services Limited, a
consulting company providing services to eCommerce and advertising technology
companies. In addition, Mr. Pancer is a Founding Partner at Tyburnia Partners
Limited, an eCommerce company focused on the manufacturing and sale of wine
accessories. He is also actively engaged as a partner or consultant for a number
of eCommerce, marketing technology and advertising agency companies, including
Duration Media LLC, Spectrum Media Services LLC, Cap Hill Brands, Ramp97, Fresh
Media LLC and Lomogo LLC. From 2017 to 2021, Mr. Pancer owned and operated
Desserts by ME LLC, an eCommerce company that was acquired by Thrasio in 2021.
Mr. Pancer received his Bachelor of Science in Business Administration from
Washington University in St. Louis and his Master of Business Administration
from New York University's Stern School of Business. Mr. Pancer brings
significant eCommerce and marketing experience to the Board and his extensive
knowledge on the industry is expected to be beneficial to the Company.
In connection with Mr. Pancer's appointment to the Board and in recognition of
the services he will provide to the Company as a director, Mr. Pancer is
expected to receive $100,000 per year as well as additional fees of $10,000 for
each committee of which he is a member and $20,000 for each chairmanship of a
committee. All fees are expected to be paid 50% in cash and 50% in awards of
restricted stock units. Mr. Pancer entered into the Company's standard form of
indemnification agreement with the Company.
There are no arrangements or understandings between Mr. Pancer and any other
person pursuant to which he was selected as a director. There are no family
relationships between Mr. Pancer and any director or executive officer of the
Company, and he does not have any direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Effective on the Effective Date, in light of Mr. Pancer's appointment as a
Class I director, the Board reassigned Hussain Baig from Class I to Class III in
order to maintain the three classes of the Board as nearly equal in number as
possible as prescribed by the Company's Second Amended and Restated Certificate
of Incorporation (the "Charter"). Mr. Baig resigned from his position as a
Class I director but solely for the purpose of his simultaneous reassignment as
a Class III director. Mr. Baig will serve as a Class III director for a term
ending at the 2025 annual meeting of stockholders of the Company.
Resignation of Deborah Weinswig from the Board
On February 13, 2023, Deborah Weinswig, a Class I director of the Board and
chair of the Nominating Committee, resigned from the Board, effective as of
February 13, 2023. Ms. Weinswig's resignation is not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies, or practices.
Effective upon and in light of Ms. Weinswig's resignation, the Board reassigned
Geoffrey Van Haeren from Class II to Class I in order to maintain the three
classes of the Board as nearly equal in number as possible as prescribed by the
Company's Charter. Mr. Van Haeren resigned from his position as a Class II
director but solely for the purpose of his simultaneous reassignment as a
Class I director. Mr. Van Haeren will serve as a Class I director for a term
ending at the 2023 annual meeting of stockholders of the Company.
Following the resignation of Ms. Weinswig, the size of the Board is now six
directors.
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Item 7.01. Regulation FD Disclosure.
On February 14, 2023, the Company issued a press release related to Mr. Pancer's
appointment to the Board as described in Item 5.02 above (the "Press Release").
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information set forth in Item 7.01, 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 in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Incorporated by Reference
Exhibit Filing
Number Description Form Exhibit Date
99.1 Press Release dated February 14, 2023.
10.4 Cover Page Interactive Data File, formatted in Inline
XBRL (included as Exhibit 101).
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