CAR CHARGING GROUP, INC. (OTCMKTS:CCGI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On July 17, 2017, the Board of Directors (the “Board”) of Car Charging Group, Inc. (the “Company”), appointed Robert C. Schweitzer to the Board. Mr. Schweitzer was appointed Chairman of the Audit Committee, Chairman of the Compensation Committee, and as a member of the Nominating and Corporate Governance Committee. Mr. Schweitzer will also serve as lead “Independent Director” (as defined by Nasdaq’s Listing Rules).
Related Party Transactions
There are no related party transactions with regard to Mr. Schweitzer reportable under Item 404(a) of Regulation S-K.
Material Plans, Contracts, or Arrangements
In connection with Mr. Schweitzer’s appointment as a director of the Company, he signed a Board of Directors Offer Letter Agreement (the “Director’s Agreement”) on July 14, 2017. The Director’s Agreement took effect upon the Board’s appointment of Mr. Schweitzer on July 17. to the Director’s Agreement, Mr. Schweitzer will receive 500,000 shares of the Company’s restricted common stock by August 1, 2017. The Company is currently in the process of pursuing: (i) a public offering of its securities; and (ii) the listing of its shares of common stock on a national securities exchange (collectively, the “Offering”). Upon the sooner to occur of: (i) twenty (20) calendar days after the closing of the Offering; and (ii) October 31, 2017, the Board shall vote upon and approve a compensation package for each Board member. Such vote shall ensure that Mr. Schweitzer shall be paid commensurate with his duties as Chairman of the Audit Committee, Chairman of the Compensation Committee, and member of the Nominating and Corporate Governance Committee, and lead “Independent Director”.
The foregoing description of the terms of the Director’s Agreement is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Resignation of Director
In connection with the Company’s application to have its shares of common stock listed on a national securities exchange, the majority of the Board members need to be independent. In order to meet this objective, on July 17, 2017, the Company’s President, Andy Kinard, resigned as a Board member. Mr. Kinard’s resignation was not as a result of any disagreements with the Company. With the appointment of Mr. Schweitzer and the resignation of Mr. Kinard, the majority of the Company’s directors is now independent. Mr. Kinard remains an employee of the Company.
Item 8.01Other Events.
On July 20, 2017, the Company issued a press release with regard to Mr. Schweitzer’s appointment to the Board and Mr. Kinard’s resignation from the Board. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits.
| Exhibit No | Description |
| 10.1 | Board of Directors Offer Letter Agreement, dated July 14, 2017. |
| 99.1 | Press Release dated July 20, 2017. |
Car Charging Group, Inc. ExhibitEX-10.1 2 ex10-1.htm July 14,…To view the full exhibit click here
About CAR CHARGING GROUP, INC. (OTCMKTS:CCGI)
Car Charging Group, Inc. is an owner, operator and provider of electric vehicle (EV) charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to recharge at various location types. The Company’s principal line of products and services is its Blink EV charging network (the Blink Network) and EV charging equipment (also known as electric vehicle supply equipment (EVSE)) and EV related services. The Blink Network is a cloud-based software that operates, maintains and tracks all of the Blink EV charging stations and the associated charging data. The Blink Network provides property owners, managers and parking companies (referred to as Property Partners) with cloud-based services that enable the remote monitoring and management of EV charging stations, payment processing, and provides EV drivers with station information, including station location, availability and applicable fees.
