MGO Global Inc 8-K, filed Dec 21, 2023
MGO Global Inc. (MGOL)
About this 8-K
MGO Global Inc filed this 8-K on December 21, 2023, reporting on events of December 15, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Director
On December 15, 2023, Salima Popatia (“Ms. Popatia”) resigned as a member of the board of directors (the “Board”), as the chairperson of the Nominating and Corporate Governance Committee of the Board and a member of the Compensation Committee of the Board of MGO Global Inc., a Delaware corporation (the “Company”), with such resignation becoming effective December 15, 2023 (the “Separation Date”). Ms. Popatia did not resign from the Board due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On the Separation Date, the Board approved the acceleration of the vesting date of 6,667 restrictive stock units granted to her by revising the vesting date to December 15, 2023. The Board also approved the payment of a prorated cash payment of $9,800 to Ms. Popatia, to be paid on December 15, 2023 (or as soon as practicable thereafter), in consideration of her services as a Board member, a chairperson of the Nominating and Corporate Governance Committee and a member of the Compensation Committee for the period beginning October 1, 2023 and ending on the Separation Date.
(d) Appointment of Director
On December 18, 2023, the Board elected Jeffrey Lerner as a member of the Board. The Board assessed the independence of Mr. Lerner under the independence standards under Nasdaq rules and has determined that Mr. Lerner is independent. Mr. Lerner will serve as a director until the Company’s 2024 annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal.
In addition, Mr. Lerner was appointed as a chairperson of the Nominating and Corporate Governance Committee, and as a member of the Compensation Committee.
In connection with his appointment, the Company entered into a director agreement with Mr. Lerner filed hereto as Exhibit 10.1 and a Confidentiality Agreement, filed hereto as Exhibit 10.2. Mr. Lerner is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Lerner and any other persons pursuant to which he was selected as a Director. Mr. Lerner will receive an annual retainer of $35,000 paid in equal quarterly amounts as his base compensation for serving as a director of the Board, an annual retainer of $8,000 paid in equal quarterly amounts for serving as a Chairperson of the Nominating and Corporate Governance Committee and an annual retainer of $6,000 paid in equal quarterly amounts for serving as a member of the Compensation Committee. In addition, he was granted 20,000 restricted stock units which shall vest in equal annual installments over three years on the anniversary of the grant date, subject to his continued service as a Director through each applicable vesting date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Director Agreement between MGO Global Inc. and Jeffrey Lerner dated December 18, 2023 | |
| Confidentiality Agreement between MGO Global Inc and Jeffrey Lerner dated December 18, 2023 | |
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| The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 21, 2023 | MGO Global Inc. |
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| By: | /s/ Maximiliano Ojeda |
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| Name: | Maximiliano Ojeda |
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| Title: | Chief Executive Officer |
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EXHIBIT 10.1
December 18, 2023
Via Email to jlerner@mgoteam.com
Dear Jeff:
It is my sincere pleasure, on behalf of the entire Board of Directors, to invite you to become a Director of MGO Global Inc. (“MGO” or the “Company”), effective immediately. As a member of the Board, we believe your notable experience and expertise will add an important perspective to the Board’s operations.
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| You have been recommended and Board approved for appointment as an independent member of the Board of Directors of the Company as appointment to specific Board committees, as noted below. |
| Base Board Compensation |
| You will receive an annual retainer of $35,000 paid in equal quarterly amounts at the end of each quarter for which you have provided service. Since this fee will not be subject to ordinary withholdings, you will be entirely responsible for the accounting and payment of any taxes that may be due as a result of this income to you. |
| Committee(s) Compensation | Nominating and Corporate Governance Committee: We would also like to invite you to serve as the Chairperson of the Board’s Nominating and Corporate Governance Committee. As such you will receive an annual retainer of $8,000 paid in equal quarterly amounts at the end of each quarter for which you have provided service.
Compensation Committee: We would also like to invite you to serve as a member of the Board’s Compensation Committee. As such, you will receive an additional annual retainer of $6,000 paid in equal quarterly amounts at the end of each quarter for which you have provided service. | |
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| Equity |
| On December 18, 2023, you will automatically be granted 20,000 restricted stock units (“RSUs”), which shall vest in equal annual installments over three years on the anniversary of the grant date, (the “Initial Grant”), subject to your continued service as a director through each applicable vesting date. Furthermore on the date of each of our annual meeting of stockholders, and assuming you continue to serve as a Board member, you will automatically be granted an RSU grant with a value of $100,000 (the “Annual Grant”) based on the closing price of our Common Stock on the date of the grant, which shall vest in full on the earlier of (i) the first anniversary of the grant date, or (ii) our next annual meeting of stockholders, subject to continued service as a Director through the applicable vesting date. |
| Change of Control | The Initial Grant and Annual Grant shall accelerate and vest in full upon a sale event resulting in a change of control, as further defined in our 2021 Equity Incentive Plan. | |
| Reimbursed Expenses | You will be reimbursed for normal out of pocket travel expenses incurred by you in your service as a Director, based upon an invoice submitted by you to the Company in a timely fashion. | |
| Confidentiality | Execution of the attached Mutual Non-Disclosure Agreement shall also form the basis of your agreement to join the Company’s Board of Directors. |
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We look forward to hearing that you will join us in our mission to establish MGO Global Inc. as a leading, industry respected digital commerce company.
| Sincerely, | ||
| /s/ Maximiliano Ojeda |
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| Maximiliano Ojeda | ||
| Chief Executive Officer | ||
| Accepted By: | /s/ Jeffrey Lerner |
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| Jeffrey Lerner | ||
Date: ___December 18, 2023____
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EXHIBIT 10.2
BOARD OF DIRECTORS
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement is entered into this __18th___ day of December between MGO Global Inc. (“MGO”), a Delaware Corporation, and Jeffrey Lerner (the “Director”).
WHEREAS, the Director has been elected to and has agreed to serve as an independent member of the Board of Directors of MGO;
WHEREAS, the undersigned acknowledges that a Director’s fiduciary duty includes the obligation to not disclose and to maintain the confidentiality of the Confidential Information shared by MGO with Board Members in order to permit them to carry out their responsibilities as Directors;
WHEREAS, the parties agree that it is appropriate to enter into this Agreement by which the Director acknowledges his/her fiduciary duty to maintain, protect and not disclose the Confidential Information of MGO both during her term as Director and thereafter;
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:
1. Confidential Information. As used herein, “Confidential Information” means all information furnished by MGO to the Director in connection with the performance by the Director of her Board responsibilities which should be reasonably understood by the Director to be confidential or proprietary information of MGO, whether furnished orally or in writing, and regardless of whether specifically identified as “confidential” and all notes, analyses, compilations, studies or other documents which contain or otherwise reflect such Confidential Information.
2. Confidential Information Exclusions. The provisions of this Agreement shall not apply to information in the public domain at the time it is shared with the Director; information that, after disclosure to the Director, becomes part of the public domain through dissemination by MGO; generic information or knowledge that the Director would have learned in the course of similar board experiences; and information which was not acquired directly or indirectly from MGO.
3. Non-Disclosure and Use of Confidential Information. The Director agrees that during her term as a Board Member and for two (2) years thereafter to:
(a) Hold in confidence and not to directly or indirectly disclose, disseminate, divulge, lecture upon, publish, report, reveal or transfer any Confidential Information to any person or entity;
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(b) Not directly or indirectly make use of any Confidential Information except for the purposes of carrying out her responsibilities as a Director; and
(c) Not permit unauthorized use of any Confidential Information by any (c) person or entity.
4. Ownership and Return of Documents. All Confidential Information remains the exclusive property of MGO. MGO’S administrative staff will instruct the Director in the proper retention/destruction of Confidential Information which may have been supplied to him/her as part of her duties.
5. Enforcement. MGO’s executive management team, in consultation with its legal counsel and the Board’s Nominating and Corporate Governance Committee, will determine whether a breach of this policy has occurred and how it will be addressed, including, if necessary, the pursuit of legal remedies by MGO.
IN WITNESS WHEREOF, the Director and MGO have caused this Confidentiality Agreement to be executed as of the day and year first above written.
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| MGO GLOBAL INC. |
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| By: | /s/ Jeffrey Lerner |
| By: | /s/ Maximiliano Ojeda |
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| Jeffrey Lerner |
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| Maximiliano Ojeda |
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| Chairman and Chief Executive Officer |
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