SharpSpring, Inc. (NASDAQ:SHSP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Increase in Size of Board
On December 19, 2016 the board of directors (the Board) of
SharpSpring, Inc. (the Company) increased the size of the Board
from five (5) directors to seven (7) directors and selected
Steven Huey to serve as a member of the Board to immediately fill
one of the newly created vacancies on the Board. The Companys
Nominating and Corporate Governance Committee is currently
evaluating other individuals qualified to become members of the
Board to fill two additional directorship vacancies on the Board,
one of which could be elected to the Board prior to the 2017
annual stockholders meeting.
The Board considers setting the size of the Board to seven
directors and obtaining a more diverse Board to be in the best
interest of the Company, is consistent with good corporate
governance practices, and may provide the Companys institutional
investment community the opportunity to obtain representation on
the Board.
Appointment of Steven A. Huey
On December 19, 2016 the Board elected Steven A. Huey to serve as
a member of the Board to fill one of the vacancies created by the
newly created directorship positions on the Board. Mr. Hueys
initial term as a member of the Board will continue until the
2017 annual stockholders meeting or until his successor is duly
appointed. There are no arrangements or understandings between
Mr. Huey and any other persons to which he was appointed as a
member of the Board. Mr. Huey has not been, and is not expected
to be named to any committee of the Board at this time.
Mr. Huey, age 51, currently serves as the chief executive officer
of Capture Higher Ed, which provides technology solutions for
colleges and universities. He has served in that position since
August 2012. Prior to that time, from November 2007 to August
2012, Mr. Huey served as the chief operating officer of The
Learning House, Inc., an eLearning technology company. Mr. Huey
holds a B.S. in accounting and finance from Miami University and
an MBA from Emory University – Goizueta Business School.
Mr. Huey will participate in the Companys unwritten independent
director compensation plan, which provides fees in the amount of
$20,000 per year, paid quarterly in the form of Company common
stock to all independent directors.
On August 15, 2014, the Company acquired substantially all the
assets and assumed the liabilities of RTCW, LLC (f/k/a
SharpSpring LLC), a Delaware limited liability company, of which
Mr. Huey was a director and 5.68% shareholder. The consideration
for the transaction, as amended, consisted of a closing cash
payment of $5 million in August 2014 and earn out consideration
of (i) $2 million in cash and $3 million in Company common stock
paid in May 2015, (ii) $1 million in cash paid in April 2016, and
(iii) $4 million in Company common stock paid in May 2016.
Resignation of Vadim Yasinovsky
On December 19, 2016 the Board accepted a letter from Vadim
Yasinovsky informing the Board of his decision not to seek or
accept a nomination to be elected as a director of the Company at
the next annual meeting of the stockholders. Mr. Yasinovskys
resignation is not a result of any disagreement between himself
and the Company, its management, Board or any committee of the
Board.
Item 8.01 Other Events.
Press Release
On December 23, 2016, the Company issued a press release
announcing the election of Steven Huey as a director of the
Company effective as of December 19, 2016, and announced Vadim
Yasinovskys resignation from the Board effective at the end of
his current term. A copy of the press release is attached as
Exhibit 99.1 to this report and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated December 23, 2016 |
About SharpSpring, Inc. (NASDAQ:SHSP)
SharpSpring, Inc., formerly SMTP, Inc., is a cloud-based marketing technology company. The Company’s SharpSpring marketing automation platform uses features, such as Web tracking, lead scoring and automated workflow to enable businesses deliver messages to the customers. The SharpSpring marketing automation solution offers digital marketing tools to small and medium-sized businesses and is primarily sold to marketing agencies using the platform on behalf of their clients. The Company offers a SMTP relay product, which is designed to send high volumes of e-mail messages. The Company offers the GraphicMail e-mail campaign management solution to customers globally. The GraphicMail platform is focused on e-mail, social and mobile marketing and is used by companies wishing to communicate with a list of subscribers or customers. The Company’s platform is used by agencies, agency clients and direct end users. SharpSpring, Inc. (NASDAQ:SHSP) Recent Trading Information
SharpSpring, Inc. (NASDAQ:SHSP) closed its last trading session up +0.01 at 5.30 with 7,383 shares trading hands.