LOOP INDUSTRIES, INC. (OTCMKTS:LLPP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2018, the board of directors (the “Board”) of Loop Industries, Inc., a Nevada corporation (the “Company”), elected Laurence G. Sellyn as a member of the Board. Upon election, Mr. Sellyn was appointed to serve asthe Lead Independent Director of the Company.
In connection with his election to the Lead Independent Director of the Board, the Company will pay Mr. Sellyn a $30,000 annual cash fee. Additionally, Mr. Sellyn was granted 1,695 restricted stock units under the Company’s 2017 Equity Incentive Plan (the “Plan”), representing a pro-rated portion of the non-executive director annual equity grant due to Mr. Sellyn under the Company’s Outside Director Compensation Policy, as amended (the “Compensation Policy”). This award will fully vest on May 31, 2018, subject to continued service through the vesting date. Mr. Sellyn will also receive an annual grant of restricted stock units, having a value of $150,000, under the Plan and to the Compensation Policy at the Company's annual shareholder meeting, which will fully vest on the one year anniversary of the grant date, subject to continued service throughsuch date. Mr. Sellyn will also receive a grant of 25,000 restricted stock units for his service as the Lead Independent Director of the Board. This award will vest in increments of 5,000 shares per year in arrears on May 31 of each year, and the grant will fully vest on May 31, 2023, subject to continued service as the Lead Independent Director through the applicablevesting date.
Mr. Sellyn also executed the Company’s standard form of indemnification agreement, a copy of which has been previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2017 and is incorporated herein by reference.
There is no arrangement or understanding between Mr. Sellyn and any other person to which Mr. Sellyn was selected as a director of the Company. Mr. Sellyn is also not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 4, 2018, our Board approved the amendment and restatement of our By-laws. These Amended & Restated By-laws contain new provisions governing: (1) electronic communications and consent via these communications; (2) how and when the Board can delegate authority to committees and subcommittees of the Board; (3) votes of separate classes or series of stock; (4) uncertified and partially paid shares; (5) directors who have more or less than one vote at Board meetings; (6) subcommittees of the Board; (7) how to get and keep quorum at Board, committee, and subcommittee meetings; and (8) other corporate governance issues on which the By-laws were previously silent.
The foregoing description of the amendments is qualified in its entirety by reference to the complete text of the Amended and Restated By-laws, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On April 10, 2018, the Company issued a press release announcing the election of Mr. Sellyn. A copy of this press release is furnished hereto as Exhibit99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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*Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2017.
Loop Industries, Inc. ExhibitEX-3.1 2 llpp_ex31.htm AMENDED AND RESTATED BY-LAWS llpp_ex31.htm AMENDED AND RESTATED BY-LAWS OF LOOP INDUSTRIES,…To view the full exhibit click here
About LOOP INDUSTRIES, INC. (OTCMKTS:LLPP)
Loop Industries, Inc., formerly First American Group Inc., is a manufacturer of Purified Terephthalic Acid (PTA) and Mono Ethylene Glycol (MEG), the chemical components used in manufacturing polyethylene terephthalate (PET). The Company is engaged in designing, prototyping and building a closed loop plastics recycling business using a de-polymerization technology. Its technology uses waste PET plastics, such as water bottles, soda bottles, consumer packaging, carpets and industrial waste as feedstock to process. These feedstocks are available through municipal triage centers, industrial recycling and landfill reclamation projects. The Company operates in the United States and Canada. The Company focuses on depolymerizing waste plastics and converts them into valuable chemicals, ready to be reintroduced into the manufacturing of virgin plastics.
