Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Starlette B. Johnson to the Board
On March 3, 2023, pursuant to Rocky Mountain Chocolate Factory, Inc.'s (the
"Company") Amended and Restated Certificate of Incorporation and Second Amended
and Restated Bylaws, the Board of Directors of the Company (the "Board")
decreased the size of the Board by one to a total of five seats. In connection
with a vacancy on the Board therewith, the Board appointed Starlette B. Johnson
to serve as a director of the Company effective as of March 8, 2023 (the
"Effective Date"). Ms. Johnson has been appointed to the Audit Committee,
Nomination & Corporate Governance Committee and the Risk & Security Committee of
the Board.
Starlette B. Johnson, 59, has served as a consultant to the hospitality and
entertainment industries, through SBJ Advisory Group, LLC, working with both
public and private companies since 2012. Ms. Johnson joined the board of ARKO
Corp. (NASDAQ: ARKO), the sixth largest convenience store chain in the United
States in March 2021 and serves as Chair of the Nominating/Governance Committee
and as a member of the Audit and Compensation Committees. In October 2020, she
joined the board of Tastemaker Acquisition Corporation (NASDAQ: TMKR), a special
purpose acquisition company focusing on the restaurant, hospitality, and related
tech and services sectors. Ms. Johnson also has served on the board of Jack's
Family Restaurants since October of 2019 after the acquisition of the company by
AEA Partners and currently serves on the Audit and Marketing Committees. From
September 2012 (post its IPO) through February 2023, she served as a member of
the Audit Committee, as Chair of the Nominating/Governance Committee and as
Chair of the Compensation Committee for Chuy's Inc. (NASDAQ: CHUY), a
full-service casual Mexican chain. Ms. Johnson served as Chair of the Board for
privately-held SusieCakes, a classic desserts bakery based in Southern
California from December 2014 through December 2020. She also served as a member
of the Board and Chair of the Audit Committee of Bojangles' Famous Chicken 'n
Biscuits (NASDAQ: BOJA) from March 2016 until the completion of its go-private
transaction in January 2019. From January 2019 through October 2020, Ms. Johnson
served as a board member and as Interim President of the Lucky Strike
Entertainment Group after its acquisition by Wellspring Capital Management,
reporting directly to the board. Ms. Johnson received an MBA from Duke
University, and a B.S. in Finance from Virginia Tech. She is currently serving a
2-year term as the Chairman of the Virginia Tech Foundation, since October 2021.
Prior to her Chair position, Ms. Johnson was a member of the Virginia Tech
Foundation Investment Committee from 2017-2021.
The Board has determined that Ms. Johnson is independent under the applicable
Nasdaq listing rules. Ms. Johnson's selection to the Board is pursuant to that
Settlement Agreement and Release, dated December 14, 2022, by and among the
Company, Bradley Radoff, Andrew T. Berger, AB Value Partners, LP, AB Value
Management LLC and Mary Bradley, as previously filed on Current Report Form 8-K
with the Securities and Exchange Commission on December 16, 2022. There are no
related party transactions between the Company and Ms. Johnson (or any of their
immediate family members) requiring disclosure under Item 404(a) of Regulation
S-K. Ms. Johnson does not have any family relationships with any of the
Company's directors or executive officers.
In accordance with the Company's Non-Employee Director Compensation Policy, as
set forth in the Company's definitive proxy statement, filed with the Securities
and Exchange Commission on July 5, 2022 (the "Director Compensation Policy"),
the Company will pay Ms. Johnson an annual cash retainer of $40,000 for her
service on the Board, which will be pro-rated for her first year of service. In
addition, as of the Effective Date, pursuant to the Director Compensation
Policy, Ms. Johnson was granted 6,338 shares of Company common stock, par value
$0.001 per share (the "Common Stock") under the Company's 2007 Equity Incentive
Plan (collectively the "Initial Common Stock Grant"), pursuant to the ten (10)
day volume-weighted average price of the Company's Common Stock on the Nasdaq
Global Market as of the day prior to each grant date. The Initial Common Stock
Grant shall vest in equal quarterly installments over twelve (12) months,
subject to continued service to the Company, and shall be prorated according to
Ms. Johnson's service to the Company.
Ms. Johnson will also enter into the Company's standard form of directors'
indemnification agreement with the Company, pursuant to which the Company agrees
to indemnify its directors to the fullest extent permitted by applicable law and
subject to certain conditions to advance expenses in connection with proceedings
as described in the indemnification agreement.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Indemnification Agreement between
Rocky Mountain Chocolate Factory, Inc.
and Starlette B. Johnson dated March
8, 2023.
10.2 Settlement Agreement and Release,
dated December 14, 2022 (incorporated
by reference to Exhibit 10.1 to the
Current Report on Form 8-K (File No.
001-36865) filed with the Securities
and Exchange Commission on December
16, 2022).
99.1 Press Release of the Company dated
March 8, 2023.
104 Cover Page Interactive Data File (the
cover page XBRL tags are embedded
within the inline XBRL document)
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