H/CELL ENERGY CORPORATION (OTCMKTS:HCCC) 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 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignations of James Strizki and Rezaul Karim
Effective April 1, 2017, Rezaul Karim and James Strizki resigned
as member of the board of directors (the Board) of H/Cell Energy
Corporation (the Company. Mr. Karim has agreed to stay on as a
consultant to the Company for a period of one year. Mr. Strizki
remains the Companys Executive Vice President of Technical
Services. In submitting their resignations, Messrs. Karim and
Strizki did not express any disagreement with the Company on any
matter relating to the registrants operations, policies or
practices.
Appointments of Charles Benton and Michael Doyle
Effective April 3, 2017, to fill the vacancies created by the
resignations of Messrs. Karim and Strizki, the Company appointed
Charles Benton and Michael Doyle as members of the Board until
the next annual election of directors and until each of their
successors is duly elected and shall qualify.
Mr. Benton (66) served, between February 2008 and June 2014, as
the Director of Distribution Services Supply Chain for Ascena
Retail Group, Inc., a leading national specialty retailer of
womens apparel operating more than 1,800 retail stores throughout
the United States. Prior to that, from March 2006 to January
2008, he served as Director of Finance Supply Chain for Charming
Shoppes Inc., and from May 1999 to February 2006, as Manager of
Finance Supply Chain for Charming Shoppes. Previously, Mr. Benton
spent approximately 20 years for Consolidated Rail Corporation.
Mr. Benton is currently the Chairman of the board of directors of
WPCS International Incorporated, a NASDAQ listed company, having
served as Chairman since October 2016 and a board member since
July 2012. He holds a B.S. degree in accounting from St. Josephs
University in Philadelphia, Pennsylvania.
Mr. Doyle (62) is the Founder and President of Broader Vision
LLC, his personal consulting firm. Mr. Doyle has served as a key
executive for Comcast Corporation from November 1983 until his
retirement in 2009. He was most recently president of Comcasts
Eastern Division, the largest division of Comcast Cable group
from November 1983 until his retirement in January 2009. Mr.
Doyle previously served as a member of the board of directors of
RCH Cable, WPCS International Incorporated and non-profit Mommys
Light Lives on Fund. Mr. Doyle received a B.A. from Drew
University.
There are no understandings or arrangements between either of
Messrs. Benton or Doyle and any other person to which Messrs.
Benton or Doyle were selected as directors. Neither Messrs.
Benton nor Doyle has any family relationship with any director,
executive officer or person nominated or chosen by us to become a
director or executive officer. Messrs. Benton and Doyle do not
have any direct or indirect material interest in any transaction
required to be disclosed to Item 404(a) of Regulation S-K.
The Board has determined that Messrs. Benton and Doyle both
qualify as an independent director under the rules of The NASDAQ
Stock Market.
In connection with the appointment of Messrs. Benton and Doyle,
the Company granted each of them options to purchase 50,000
shares of the Companys common stock under the H/Cell Energy
Corporation 2016 Incentive Stock Option Plan. The options have a
term of five years, and an exercise price of $2.00 per share,
with 50% of the options vesting on April 3, 2018 and the
remaining 50% vesting on April 3, 2019. The Company also entered
into standard indemnification agreements with Messrs. Benton and
Doyle, the form of which was filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Commission on
February 9, 2010.
Item 8.01 Other Events.
On April 5, 2017, the Company issued a press release relating to
the appointments of Messrs. Benton and Doyle to the Board, as
discussed in Item 5.02 above. A copy of the press release that
discusses this matter is filed as Exhibit 99.01 to, and
incorporated by reference in, this report.
The information contained in Item 8.01 of this Current Report on
Form 8-K, including Exhibit 99.01, is furnished to, and shall not
be deemed to be filed for the purposes of, Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information contained in
Item 8.01 of this Current Report shall not be incorporated by
reference into any registration statement or any other document
filed to the Securities Act of 1933, as amended, except as
otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 17.01 |
Resignation Letter of Rezaul Karim as Director of the Company. |
| 17.02 |
Resignation Letter of James Strikzi as Director of the Company. |
| 99.01 |
Press Release, dated April 5, 2017, issued by H/Cell Energy Corporation* |
* Furnished herewith.
H/CELL ENERGY CORPORATION (OTCMKTS:HCCC) Recent Trading Information
H/CELL ENERGY CORPORATION (OTCMKTS:HCCC) closed its last trading session 00.00 at 2.00 with shares trading hands.