LIBERTY TAX, INC. (NASDAQ:TAX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LIBERTY TAX, INC. (NASDAQ:TAX) 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 of the Original Form 8-K.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Original Form 8-K, on February 21, 2018 Ross Longfield submitted his resignation from the Board of Directors (the “Board”) of the Company, effective March 21, 2018.

Subsequently, on March 19, 2018, Mr. Longfield advised the Board that he had decided to remain as a member of the Board until such time as a special meeting of the Company’s shareholders is called and a slate of new Class A directors are duly elected. In his letter, Mr. Longfield indicated that after participating in the committee and Board meetings held in the week prior to March 19, 2018, and upon learning of the extension of time granted to the Company to regain compliance with Nasdaq listing requirements, he believes that he can best serve the Company and its shareholders by remaining on the Board until a special meeting of shareholders and election of new Class A directors. The foregoing description of Mr. Longfield’s letter is qualified in its entirety by reference to the full text of the letter, a copy of which is filed herewith as Exhibit 17.1 and is incorporated herein by reference.

Mr. Longfield currently serves as chair of the Nominating and Corporate Governance and Risk Committees of the Board and is a member of the Audit and Compensation Committees of the Board.

The election of Class A directors at a special meeting of shareholders referred to in Mr. Longfield’s March 19, 2018 letter relates to the future nomination and election of directors by the holders of the Class A Common Stock and the Special Voting Preferred Stock to fill four vacancies on the Board resulting from the resignations of John Garel, Steve Ibbotson, George Robson and Mr. Longfield. As previously reported in the Company’s Form 8-K dated March 15, 2018 and filed on March 16, 2018, Nasdaq notified the Company on March 15, 2018 that it had granted the Company an extension of time until May 31, 2018 to elect directors that satisfy the independence and other requirements of Nasdaq Listing Rule 5605(c)(2)(A) relating to membership on the Audit Committee of the Board. Subject to the occurrence of circumstances beyond its control, the Company expects to hold a special meeting of shareholders to elect four directors to fill the vacancies on the Board on or before May 31, 2018.

Item 9.01. Financial Statements and Exhibits


Liberty Tax, Inc. Exhibit
EX-17.1 2 exh_171.htm EXHIBIT 17.1 Exhibit 17.1     To the Board of Directors Liberty Tax Service   March 19 2018   Please be advised that I have decided to modify my resignation date of March 21 2018 from the Liberty Tax Board of Directors,…
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About LIBERTY TAX, INC. (NASDAQ:TAX)

Liberty Tax, Inc. is the holding company for JTH Tax, Inc. The Company is a provider of tax preparation services. The Company provides retail federal and state income tax preparation services and related tax settlement products in the United States and Canada. The Company’s tax preparation services and related tax settlement products are offered primarily through franchised locations. All of the Company’s offices are operated under the Liberty Tax Service and SiempreTax+ brands. The Company also provides an online digital Do-It-Yourself (DIY) tax program in the United States. The Company offers two types of tax settlement financial products: refund transfer products, which include providing a means by which a customer receives his or her refund, and refund-based loans. The Company’s LibTax software allows tax customers to have their federal and state income tax returns filed electronically.

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