|SPECTRUM BRANDS HOLDINGS, INC. filed this Form 8-K on 07/13/2018|
Mr. Harris, age 58, has served as President of Grant Capital, Inc., a private investment company, since 2002. During 2001, Mr. Harris served as a Managing Director in the investment banking division of ABN Amro Securities LLC (ABN). From 1997 to 2001, Mr. Harris served as a Managing Director and Sector Head of the Retail, Consumer and Leisure Group of ING Barings LLC (ING). The investment banking operations of ING were acquired by ABN in 2001. From 1986 to 1997 Mr. Harris served in various capacities as a member of the investment banking group of Furman Selz LLC. Furman Selz was acquired by ING in 1997. Prior to joining Furman Selz, Mr. Harris was a CPA with Price Waterhouse in New York. Mr. Harris has been a director of REX American Resources Corporation since 2004, where he serves as Lead Director, Chairman of the Audit and Compensation Committees and a member of the Nominating/Corporate Governance Committee. He has also served as a director of Carrols Restaurant Group, Inc. since 2012, where he is Chairman of the Audit and Compensation Committees and serves on the Corporate Governance and Nominating Committee and the Finance Committee. Prior to its sale in 2015, Mr. Harris was a director of Steiner Leisure Limited, where he served on the Audit Committee and was Chairman of the Compensation Committee. Mr. Harris was a director of Michael Anthony Jewelers, Inc, from 1995 until 2003 and served as Chairman of its Audit Committee. Mr. Harris earned a B.S. in accounting and finance from Rider University in 1982 and an MBA from Columbia University in 1986.
In connection with the Merger, on July 13, 2018 and effective as of the Effective Time, Joseph S. Steinberg (Chief Executive Officer), Ehsan Zargar (Executive Vice President, Chief Operating Officer, General Counsel and Corporate Secretary) and George C. Nicholson (Chief Financial Officer) have resigned from their positions at the Company, and David M. Maura (Executive Chairman and Chief Executive Officer), Douglas L. Martin (Executive Vice President and Chief Financial Officer), Nathan E. Fagre (Senior Vice President, General Counsel and Secretary) and Stacey L. Neu (Senior Vice President of Human Resources) have been appointed as the executive officers of the Company.
On July 13, 2018, Mr. Zargar and Mr. Nicholson each entered into a release agreement with the Company. Each agreement provides that, in consideration of his release of claims, and subject to his compliance with the restrictive covenants in the agreement, each executive will receive the payments to which he is entitled under his retention and severance agreement on termination of his employment by the Company without Cause or by him for Good Reason, as disclosed in the Companys Form S-4. Mr. Nicholsons release agreement also provides for an additional payment of $200,000. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the release agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated into this Current Report on Form 8-K by reference in their entirety.
Biographical information for the directors and executive officers named and not included above is incorporated by reference from the Form S-4 and from Spectrums Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the SEC on November 16, 2017 and amended on November 17, 2017 and January 23, 2018.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 13, 2018, pursuant to the Merger Agreement, the Company amended and restated its certificate of incorporation to effect the Reverse Split and the other amendments contemplated by the Merger Agreement, as described in the Form S-4, and adopted amended and restated bylaws as described in the Form S-4. The amended and restated certificate of incorporation and the amended and restated bylaws of the Company are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
In connection with the amendment and restatement of the Companys certificate of incorporation, on July 13, 2018, the Company filed a Certificate of Designation of Series B Preferred Stock with the Secretary of State of the State of Delaware in order to ensure the continued effect of the Rights Agreement dated February 24, 2018 between the Company (f/k/a HRG Group, Inc.) and American Stock Transfer & Trust Company, LLC following the Merger. A copy of the Certificate of Designation of Series B Preferred Stock is filed herewith as Exhibit 3.3 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On July 13, 2018, the Company held a special meeting of its stockholders (the Special Meeting) in connection with the Merger Agreement.
As of the close of business on May 17, 2018, the record date for the Special Meeting, there were 203,153,237 outstanding shares of Company Common Stock, each with one vote per share. 180,609,156 shares of Company Common Stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal presented at the Special Meeting is set forth below: