Jones Soda Co. (OTCMKTS:JSDA) 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.
(c) Appointment of Mark Murray as President.
On September 1, 2020, the board of directors (the “Board”) of Jones Soda Co. (the “Company”) appointed Mark Murray to serve as the Company’s President, effective immediately. Mr. Murray was previously providing consulting services to the Company since May 2020, for which he has been paid an aggregate amount of $75,000 in consulting fees by the Company.
Mr. Murray was most recently the President of JGC Food Company (“JGC”), a position he held from 2017 to May 2019, and was previously the VP of Sales and Marketing of JGC from 2013 to 2017. He was the VP of Sales of Harry’s Fresh Foods from 2011 and 2013 and VP of National Accounts of Solo Cup Company from 2008 to 2011. Previous to 2008, Mr. Murray held numerous other roles in Sales and Marketing, including a 22-year career with Kraft Foods. Mr. Murray received a Bachelor of Arts, Marketing, from Michigan State University.
In connection with his appointment, the Company and Mr. Murray entered into the Company’s standard employment letter agreement to which Mr. Murray will serve as President on an at-will basis at an annual salary of $250,000 (with bonus and incentive equity to be determined at a later date).
There are no arrangements or understandings between Mr. Murray and any other persons to which Mr. Murray was selected as the Company’s President. Mr. Murray does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen to become a director or executive officer of the Company, and except as described above, there are no applicable transactions that would require disclosure under Item 404(a) of Regulation S-K.
to a previously disclosed Consulting Agreement, Jamie Colbourne is providing certain consulting services to the Company, including serving as the Company’s Interim Chief Executive Officer and Acting Principal Financial Officer (the “Consulting Agreement”). Mr. Colbourne shall continue to serve as the Company’s Interim Chief Executive Officer and Acting Principal Financial Officer to the Consulting Agreement; provided that effective as of September 1, 2020, Mr. Colbourne’s monthly payments shall be reduced from $25,000 per month to $10,000 per month and Mr. Colbourne shall thereafter provide such services on a part-time basis.
(d) Appointment of Jamie Colbourne as Director
In addition, on September 1, 2020, upon the recommendation of the Nominating Committee of the Board, Mr. Colbourne was appointed as a member of the Board to fill a current vacancy on the Board. Mr. Colbourne will serve until the next annual shareholder meeting at which directors are elected and until his successor is duly qualified and elected. In addition, until such time as Mr. Colbourne is no longer providing consulting or employment services to the Company, Colbourne shall not be entitled to participate in the Company’s existing compensation plan for non-employee directors. It is currently anticipated that Mr. Colbourne will not serve on any committees of the Board at this time.
There are no arrangements or understandings between Mr. Colbourne and any other persons to which Mr. Colbourne was selected to serve on the Board. Mr. Colbourne does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen to become a director or executive officer of the Company, and except as described above, there are no applicable transactions that would require disclosure under Item 404(a) of Regulation S-K.
In connection with the appointments described above, each of Mr. Colbourne and Mr. Murray will enter into the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2019.
On September 8, 2020, the Company issued a press release announcing Mr. Murray’s appointment as President and Mr. Colbourne’s appointment to the Board. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release dated September 8, 2020|
JONES SODA CO Exhibit
EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFilingEXHIBIT 99.1Jones Soda Appoints Mark Murray as PresidentProven Executive Brings Track Record of Driving Sales Growth and Operational Efficiencies for Notable CPG and Food Service Companies SEATTLE,…
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About Jones Soda Co. (OTCMKTS:JSDA)
Jones Soda Co. develops, produces, markets and distributes beverages. The Company sells and distributes beverages in the United States and Canada through its network of independent distributors and directly to its national and regional retail accounts. The Company also sells products in select international markets. Its products are sold in grocery stores, convenience and gas stores in independent accounts, such as delicatessens and sandwich shops, as well as through its national accounts with retailers. The Company outsources the manufacturing process to third-party contract manufacturers. It also sells a range of products online, including soda with customized labels, wearables, candy and other items. The Company’s beverages are classified in the sparkling beverage category. Its product line-up includes Jones Soda, Jones Zilch and Jones Stripped. The Company also offers Lemoncocco, which is a non-carbonated blended beverage, and 7-Select branded sodas.