STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) 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.

(a)

Departure of Matthew Briand

On December 22, 2017, in connection with the realignment of Staffing 360 Solutions, Inc. (the “Company”), into three operating segments: Professional Staffing (US), Professional Staffing (UK), and Commercial Staffing, the Company announced the departure of Matthew Briand from the company effective as of January 31, 2018 (the “Effective Date”). In connection with his resignation, Mr. Briand entered into a General Release and Severance Agreement with the Company dated December 21, 2017 (the “Severance Agreement”), to which, among other things: (i) Mr. Briand resigned from the board of directors of the Company (the “Board of Directors”), effective immediately; Mr. Briand’s decision to resign from the Board of Directors did not result from any disagreement with the Company or its management; (ii) Mr. Briand resigned from his positions as President and Chief Executive Officer of the Company and its wholly-owned subsidiary, Monroe Staffing Services LLC (“Monroe”), effective immediately; (iii) Mr. Briand will continue to provide transition services to the Company and Monroe as and when requested by the Company through the Effective Date; (iv) that certain Employment Agreement between Mr. Briand and Monroe, dated as of January 3, 2014 (the “Employment Agreement”) was terminated, except with respect to certain provisions of the Employment Agreement relating to competition that remain in effect; and (v) the Company will provide Mr. Briand with the following: (a) continued salary payments through the Effective Date; (b) a severance payment equal to twelve months’ salary payable over three (3) months in equal installments beginning after the Effective Date; (c) performance bonuses for 2017 and 2018 as determined by the Company’s Board of Directors based upon the criteria set forth for its executives; (d) continued health insurance coverage for a period of 12 months following the Effective Date; (e) full and immediate vesting of all outstanding stock options and restricted securities granted to Mr. Briand; (f) reimbursement for life insurance and disability benefits for calendar year 2018; and (g) continuation of an automobile allowance for calendar year 2018 in the same amount as Mr. Briand received as an employee of the Company. As a result of Mr. Briand’s departure, STAF 360 expects to record a severance charge of up to $0.04 per diluted share in the fourth quarter ending December 31, 2017.

The foregoing summary of the Severance Agreement is not complete, and is qualified in its entirety by reference to the full text of the Severance Agreement that is attached as Exhibit 10.1 of this Current Report on Form 8-K. Readers should review the Severance Agreement for a more complete understanding of its terms and conditions.

(b)

Appointment of Brendan Flood as Chief Executive Officer

As a result of the departure of Mr. Briand, on December 19, 2017, the Independent members of the Board of Directors of the Company appointed Brendan Flood to serve as Chief Executive Officer of the Company (with Mr. Flood, who will continue as Chairman of the Board of Directors, and Mr. Briand, both abstaining from the vote).

Item 8.01Other Events.

On December 22, 2017, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.


Staffing 360 Solutions, Inc. Exhibit
EX-10.1 2 staf-ex101_7.htm EX-10.1 staf-ex101_7.htm Exhibit 10.1 GENERAL RELEASE AND SEVERANCE AGREEMENT   This General Release and Severance Agreement (the “Agreement”),…
To view the full exhibit click here

About STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF)

Staffing 360 Solutions, Inc. operates in the staffing sector. The Company is engaged in the execution of a global buy-and-build strategy through the acquisition of domestic and international staffing organizations in the United States and the United Kingdom. Its targeted consolidation model is focused on the finance and accounting, administrative, engineering and information technology (IT) staffing space.