AquaBounty Technologies, Inc. (LON:ABTU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On November28, 2018, AquaBounty Technologies, Inc. (the “Company”) announced that Dr. Ronald Stotish will be stepping down as Chief Executive Officer and President of the Company, effective as of January1, 2019, to focus on his role in
the Company’s research and regulatory affairs efforts. Dr. Stotish will remain an executive member of the Board of Directors of the Company (the “Board”). Dr. Stotish’s resignation as Chief Executive Officer and President of the Company is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
(c) On November27, 2018, the Board appointed Sylvia Wulf, 61, as the Chief Executive Officer and President of the Company, effective as of January1, 2019. Ms. Wulf currently serves as a Senior Vice President of US Foods, Inc., where she has been President of the Manufacturing Division since June 2011. Prior to US Foods, Ms. Wulf held senior positions in Tyson Foods, Inc, Sara Lee Corporation, and Bunge Corp. She is also currently on the Board of Directors and the Executive Committee of the National Fisheries Institute. Ms. Wulf was chosen for her experience in the food industry in North America, including its fish sector. Ms. Wulf received a B.S. in Finance from Western Illinois University and an MBA from DePaul University.
As of November27, 2018, the Company and Ms. Wulf entered into an Executive Employment Agreement (the “Employment Agreement”) to which Ms. Wulf will work for the Company on a full-time basis starting January1, 2019. The Employment Agreement provides for (i)a base annual salary of $375,000; (ii)an annual cash bonus of up to 50% of that base salary, based on achievement of primary business goals and financial targets; (iii)a one-time restricted stock grant of $350,000 worth of the Company’s common stock, par value $0.001 per share (“Common Stock”), that will fully vest on November27, 2019; (iv)a grant of an option to purchase 150,000 shares of Common Stock, which option will vest on the first anniversary of the grant date; (v)in the event of Ms. Wulf’s death or permanent disability, the payment of a portion of the annual bonus that would have been earned for the then-current fiscal year, pro rata by number of days of full-time service during that year; (vi)in the event of termination of Ms. Wulf’s employment without “Cause” or for “Good Reason” (as those terms are defined in the Employment Agreement), the payment of the pro rata bonus described in clause(v), plus a severance payment equal to one year of base salary; and (vii)the offer of benefits generally available to employees of the Company. If Ms. Wulf’s employment is terminated without Cause or for Good Reason within twelve months after a “Change in Control” of the Company, as that term is defined in the Employment Agreement, all then-unvested equity compensation, if any, shall immediately vest. Ms. Wulf will also enter into the Company’s standard form of indemnification agreement for its directors and officers, effective January1, 2019.
Except for the arrangements described in this Current Report on Form 8-K, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Ms. Wulf has a direct or indirect material interest. There are no family relationships between Ms. Wulf and any of the Company’s directors or executive officers.
The foregoing summary of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) On November27, 2018, the Board appointed Sylvia Wulf as an executive member of the Board, effective as of January1, 2019, to fill a vacancy created by the Board’s decision to increase the number of directors to eight in accordance with the Company’s Amended and Restated Bylaws. Ms. Wulf will serve for a term ending on the date of the Company’s 2019 annual meeting of shareholders, and until her successor is duly elected and qualified, or until her earlier resignation, death, or removal. Ms. Wulf will receive no compensation as a Board member.
Item 5.02Regulation FD Disclosure.
On November28, 2018, the Company issued a press release regarding the matters described under Item 5.02 above. A copy of the press release is furnished herewith as Exhibit99.1 and is incorporated herein by reference.
The information included in this Current Report on Form 8-K to Item 5.02, including Exhibit99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 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 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Item 5.02Financial Statements and Exhibits.
(d) Exhibits.
†Management contract or compensatory plan or arrangement.
AquaBounty Technologies, Inc. ExhibitEX-10.1 2 wulf-ea2018x11x27.htm EXHIBIT 10.1 Exhibit EXECUTIVE EMPLOYMENT AGREEMENTTHIS EXECUTIVE EMPLOYMENT AGREEMENT (the “AGREEMENT”) is made and entered into as of November 27,…To view the full exhibit click here
About AquaBounty Technologies, Inc. (LON:ABTU)
AquaBounty Technologies, Inc. is a biotechnology company engaged in research, development and commercialization of the commercial viability of a group of proteins, antifreeze proteins (AFPs). The Company focuses on the managing aquaculture productivity. It offers AquAdvantage Salmon (AAS), which can be grown in contained, land-based facilities. It offers AquAdvantage Salmon for land-based facilities that can be built closer to consumers to manage the need for air freight shipping and transportation. The Company’s subsidiaries include AquaBounty Canada, Inc., which operates a commercial biotechnology laboratory that conducts research and development programs related to the Company’s technologies; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc., and AquaBounty Brasil Participacoes Ltda., which conducts commercial trials of the Company’s AquAdvantage Salmon.
