WAYSIDE TECHNOLOGY GROUP,INC. (NASDAQ:WSTG) 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.
On December19, 2018, the Board of Directors (the “Board”) of Wayside Technology Group,Inc., a Delaware corporation (the “Company”), appointed Thomas L. Fairfield as a director of the Company, effective immediately, on the recommendation of the Nominating and Governance Committee of the Board. Mr.Fairfield has been appointed as a member of the Audit, Compensation and Nominating and Governance Committees of the Board.
As compensation for his service on the Board, Mr.Fairfield will receive the Company’s standard compensation for non-employee directors. There are no arrangements or understandings between Mr.Fairfield and any other persons to which Mr.Fairfield was named a director of the Company. Mr.Fairfield does not have any (i)family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer or (ii)direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a)of Regulation S-K or Item 5.02(d)of Form8-K.
In connection with his appointment to the Board, Mr.Fairfield will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit10.1 to the Company’s Quarterly Report on Form10-Q for the quarterly period ended March31, 2018 filed with the Securities and Exchange Commission on May5, 2018. to the terms of this agreement, the Company may be required, among other things, to indemnify Mr.Fairfield for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our directors.
ITEM 8.01 Other Events.
On December27, 2018, the Company issued a press release announcing the appointment of Mr.Fairfield as a director of the Company. A copy of the press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Wayside Technology Group, Inc. Exhibit
EX-99.1 2 a18-42102_1ex99d1.htm EX-99.1 Exhibit 99.1 Wayside Technology Group,…
To view the full exhibit click here
About WAYSIDE TECHNOLOGY GROUP,INC. (NASDAQ:WSTG)
Wayside Technology Group, Inc. is an information technology (IT) channel company. The Company operates through two segments: Lifeboat Distribution and TechXtend. The Lifeboat Distribution segment distributes technical software to corporate resellers, value added resellers, consultants and systems integrators around the world. The TechXtend segment is a value-added reseller of software, hardware and services for corporations, government organizations and academic institutions in the United States and Canada. It resells computer software and hardware developed by others and provides technical services directly to customers in the United States of and Canada. It offers a line of products from publishers of software and tools for virtualization/cloud computing, security, networking, storage and infrastructure management, application lifecycle management and other technical domains, as well as computer hardware. It distributes software developed by others through resellers.