LEAF GROUP LTD. (NYSE:LFGR) 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
Resignation of Chief Financial Officer and Appointment of Interim Chief Financial Officer
On May 20, 2020, Leaf Group Ltd. (the “Company”) announced that Jantoon Reigersman, the Company’s Chief Financial Officer, resigned from his position with the Company on May 19, 2020, effective immediately. His resignation is not the result of any disagreement or conflict with the Company.
On May 19, 2020, following the resignation of Mr. Reigersman, the Board of Directors of the Company appointed Brian Gephart as interim Chief Financial Officer and principal financial officer of the Company, effective as of May 19, 2020. Mr. Gephart, age 41, has served as the Company’s Chief Accounting Officer and principal accounting officer since June 2019. Prior to joining the Company, Mr. Gephart served as Chief Accounting Officer of JH Capital Group, a diversified specialty finance company providing a wide array of solutions for consumers and businesses across a broad range of assets, from August 2017 to April 2019. Prior to joining JH Capital Group, Mr. Gephart was a Director at PricewaterhouseCoopers LLP specializing in Capital Markets & Accounting Advisory Services, from 2011 to August 2017, where he advised a variety of private and public companies on capital market transactions, mergers and acquisitions and financial reporting and accounting matters. Mr. Gephart received a bachelor’s degree in Accounting from Hillsdale College and an M.B.A. from DePaul University. Mr. Gephart is a Certified Public Accountant.
There are no arrangements or understandings between Mr. Gephart and any other persons in connection with his appointment. There are no family relationships between Mr. Gephart and any director or executive officer of the Company, and Mr. Gephart is not a party to any transaction required to be disclosed to Item 404(a) of Regulation S-K.
In connection with the appointment of Mr. Gephart as interim Chief Financial Officer, the Board of Directors of the Company revised Mr. Gephart’s compensation to be an annual base salary of $300,000 (temporarily reduced by 15%, consistent with previously announced company-wide salary reductions) and target annual bonus of 50%, or $150,000.
On May 20, 2020, the Company issued a press release announcing the resignation of Mr. Reigersman as Chief Financial Officer, the appointment of Mr. Gephart as interim Chief Financial Officer, the conclusion of the review of the Company’s strategic alternatives and an update on second quarter trends. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
On May 19, 2020, the Board of Directors of the Company decided to conclude the comprehensive review of the Company’s strategic alternatives to maximize stockholder value that began in April 2019 and to disband the special strategic review committee. The Board of Directors determined that it was in the best interests of the Company and its stockholders to conclude the review of strategic alternatives and that the Company’s current business strategy as an independent company is in the best interests of the Company’s stockholders.
(d) Exhibits.
| 99.1 | Press release dated May 20, 2020 |
LEAF GROUP LTD. Exhibit
EX-99.1 2 tm2020234d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Leaf Group Announces Conclusion of Strategic Review After comprehensive review of alternatives,…
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About LEAF GROUP LTD. (NYSE:LFGR)
Leaf Group Ltd., formerly Demand Media, Inc., is diversified Internet marketplaces and media company. The Company has online media properties and marketplace platforms that enable communities of creators to reach audiences in lifestyle categories. The Company operates an online studio platform for the professional creation and distribution of content, as well as two online artist marketplaces. Its business comprises two service offerings: Content & Media and Marketplaces. The Company creates media content, including text articles, videos, photographs and designed visual formats, and publishes such content to its owned and operated online properties and to its customers’ online properties. The Company also offers its content creation and distribution platform to provide custom content and other content marketing solutions to brands, publishers and advertisers.
