Ecoark Holdings, Inc. (OTCMKTS:EARK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

The Board of Directors (the Board) of Ecoark Holdings, Inc. (the
Company) elected M. Susan Chambers and Steven K. Nelson to fill
the resulting vacancies from an increase in the board size from
seven directors to eight directors, the maximum currently allowed
by the Companys Articles of Incorporation, and the voluntary
resignation of Troy Richards, effective on April 24, 2017 upon
the acceptance by Ms. Chambers and Mr. Nelson. Mr. Richards
resigned from the Board to allow for the appointments of the two
new directors and the resulting majority of independent directors
serving on the Board, but will remain as the Companys Chief
Administrative Officer. The Board also appointed Ms. Chambers as
the chair of the Boards Compensation Committee and Mr. Nelson as
chair of the Boards Audit Committee. Neither Ms. Chambers nor Mr.
Nelson is related to any other director or executive officer of
the Company. Ms. Chambers and Mr. Nelson are independent under
the Securities and Exchange Commission (SEC) rules adopted to the
requirements of the Sarbanes-Oxley Act of 2002 and in accordance
with Rule 5605(a)(2) of the Marketplace Rules of the NASDAQ. The
Board has determined that Mr. Nelson qualifies as an audit
committee financial expert, as defined by the rules of the SEC.

Ms. Chambers and Mr. Nelson will be compensated in accordance
with the Company’s standard cash and equity compensation
arrangements for non-employee directors. Non-employee directors
receive (i) quarterly grants of unrestricted common stock valued
at $25,000 and (ii) cash payments of $1,500 for attendance at
Board meetings and $1,000 for attendance at committee meetings.

Ms. Chambers, 59, has served as principal of Chambers Consulting
LLC since July 2015. Ms. Chambers previously served as the Chief
Human Resource Officer for Walmart from 2006 to her retirement in
July 2015. Prior to 2006, Ms. Chambers served in various
positions at Walmart since 1999, including Vice President of
Application Development – Merchandising and Supply Chain Systems
and Senior Vice President of Risk Management, Retirement and
Benefits. Prior to joining Walmart, Ms. Chambers served as
Director of Application Development at Hallmark Cards, Inc.,
where she had roles of increasing responsibility in IT and
Finance over a 14-year tenure. Ms. Chambers currently serves on
the board of directors of USA Truck, Inc. (NASDAQ:USAK) and as
chair of its executive compensation committee. Ms. Chambers
senior leadership experience in human resources, technology,
supply chain, and risk management and her service on the board of
another public company are among the many attributes that qualify
her to serve as a member of the Board.

Mr. Nelson, 59, has been a lecturer for the Department of
Accounting at the University of Central Arkansas since 2015. In
2015, Mr. Nelson retired as Vice-President, Controller of
Dillards, Inc. (NYSE:DDS), where he was responsible for
administering all aspects of financial accounting and reporting.
Mr. Nelson began his career in 1980 as a staff accountant for
Ernst Young and attained the title of audit manager by the time
he left the firm in 1984. Mr. Nelson maintains an active license
as a Certified Public Accountant (CPA) in the State of Arkansas,
and regularly develops and delivers continuing professional
education presentations for CPAs in Arkansas. Mr. Nelsons 35-year
career as a CPA and his extensive experience as controller of a
publicly traded company qualify him to serve on the Board and its
Audit Committee. His broad experience as the former controller of
a public company uniquely qualifies Mr. Nelson to advise Ecoark
not only on general accounting and financial matters but on
various technical accounting, corporate governance and risk
management matters that the Board may address from time to time.
He possesses key insight on financial reporting processes and
external reporting issues.

Since the beginning of the Companys last fiscal year through the
date hereof, there have been no transactions with the Company,
and there are currently no proposed transactions with the
Company, in which the amount involved exceeds $120,000 and in
which Ms. Chambers or Mr. Nelson had or will have a direct or
indirect material interest within the meaning of Item 404(a) of
Regulation S-K. No arrangement or understanding exists between
either Ms. Chambers or Mr. Nelson and any other person to which
either was selected as a director of the Company.

The Company amended and restated the Companys By-Laws (the
Amended and Restated By-Laws) which became effective on April 24,
2017. The amendments approved by the Companys Board, amended
Article I, Section 6(d), (e), (i) and (j) to clarify rules for
shareholder meetings, Article II, Section 4(f) to revise the
definition of quorum for Board meetings, Section II, Article 9 to
eliminate conflicting provisions regarding the director
nomination process and Article III to clarify the roles and
responsibilities of certain of the Companys officers.

The foregoing description of the amendments is qualified in its
entirety by reference to the full text of the Amended and
Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated by reference
herein.

On April 27, 2017, the Company issued a press release with regard
to the appointments to the Board. A copy of the press release is
furnished as Exhibit 99.1 hereto and shall not be deemed filed
with the SEC nor incorporated by reference into any registration
statement filed or to be filed by the Company under the
Securities Act of 1933, as amended.

About Ecoark Holdings, Inc. (OTCMKTS:EARK)

Ecoark Holdings, Inc. is a technology solutions company. The Company offers technologies to fight waste in operations, logistics, and supply chains worldwide. It provides pallet-level time and temperature tracking, pre-cool prioritization and monitoring, pallet routing, real-time in-transit monitoring, remote visibility, and quality management solutions. The Company also offers Point Clouds, which creates two dimensional (2d) and three dimensional (3d) digital replications; High definition (HD) photos, a 360 degree rotational bubble image from various project perspectives; 2d Plans that plan and elevates views in CAD/PDF; and 3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as provides training and consultation services on laser scan and/or creates 2d as-builts or 3d models. In addition, it provides tech driven consumer products.

Ecoark Holdings, Inc. (OTCMKTS:EARK) Recent Trading Information

Ecoark Holdings, Inc. (OTCMKTS:EARK) closed its last trading session up +0.01 at 4.50 with 44,957 shares trading hands.