Dirtt Environmental Solutions Ltd 8-K, filed Oct 25, 2022
Dirtt Environmental Solutions Ltd (DRTTF)
About this 8-K
Dirtt Environmental Solutions Ltd filed this 8-K on October 25, 2022, reporting on events of October 19, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- 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
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| Alberta, |
||||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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).
Emerging growth company
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 |
Appointment of Chief Revenue Officer
On August 19, 2022, the Company’s Board of Directors appointed Jeffrey Dopheide to serve as the Company’s Chief Revenue Officer, effective November 15, 2022. Mr. Dopheide, 65, joins DIRTT with over 30 years of sales and distribution experience. Most recently, Mr. Dopheide was a principal of STR Resource and Associates since 2021, where he focused on business strategy and sales for several multi-national building products manufacturers. Prior thereto, Mr. Dopheide was a Business Unit Director at North American Pipe Corporation from 2013-2020. Mr. Dopheide has also held various senior sales roles at Certainteed Corporation and Armstrong World Industries. Mr. Dopheide holds a Bachelor of Science degree in Industrial Management and is a Six Sigma Blackbelt.
Mr. Dopheide does not have any family relationship with any other director or executive officer of the Company, nor has he entered into any transactions since January 1, 2022, or any currently proposed transaction, with a director or executive officer (or immediate family member thereof) of the Company, exceeding $120,000, in which he had or will have a direct or indirect material interest.
The Company and Mr. Dopheidde entered into an executive employment agreement (the “Employment Agreement”) dated August 20, 2022 under which Mr. Dopheide is entitled to certain remuneration, benefits and rights on termination, and which subjects Mr. Dopheide to certain ongoing and post-termination obligations and restrictive covenants. The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to a subsequent Company filing.
| Item 7.01 | Regulation FD |
The Company issued a press release announcing the officer changes on October 20, 2022. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1* | Press release dated October 20, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Furnished herewith. |
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 thereunto duly authorized.
| DIRTT Environmental Solutions Ltd. | ||||||
| Date: October 25, 2022 |
By: | /s/ Nandini Somayaji | ||||
| Nandini Somayaji | ||||||
| Senior Vice President, Talent | ||||||
| General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
DRAFT – NOT FOR DISTRIBUTION
DIRTT Welcomes Jeff Dopheide as Chief Revenue Officer
Calgary, Alberta, October 20, 2022 (Globe Newswire) — DIRTT (or the “Company”) (Nasdaq: DRTT, TSX: DRT), a global leader in industrialized construction, is pleased to welcome Jeff Dopheide as its new Chief Revenue Officer, effective November 15, 2022. Jeff will lead our sales and partner development efforts, driving exceptional experiences for DIRTT’s clients and collaborators.
Jeff brings over 30 years of sales and distribution experience to DIRTT from large companies including North American Pipe Corporation, Certainteed Corporation, and Armstrong World Industries. In these roles, Jeff has worked extensively with owners, general contractors, architects and designers, and distributors. Most recently, Jeff provided consulting services focused on business strategy and sales excellence for several multi-national building products manufacturers. He has a long track record of working with channel partners to enhance the client experience.
Benjamin Urban, Chief Executive Officer, commented, “I’m pleased to welcome Jeff as our new Chief Revenue Officer. His track record of working across teams to inspire loyalty from his clients makes him a great addition to DIRTT. I look forward to having his leadership experience on the team.”
Jeff holds a Bachelor of Science degree in Industrial Management from Georgia Institute of Technology and is a Six Sigma Blackbelt.
Special Note Regarding Forward-Looking Statements
Certain statements contained in this news release are “forward-looking information” and “forward-looking statements” (collectively, “Forward-Looking Information”) as defined under applicable provisions of the United States Private Securities Litigation Reform Act of 1995, and Section 21E of the Exchange Act and within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this news release, is Forward-Looking Information. When used in this news release, the words “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and other similar expressions are intended to identify Forward-Looking Information, although not all Forward-Looking Information contains such identifying words. Forward-Looking Information, by its nature, is based on assumptions, and is subject to important risks and uncertainties. You should not rely on any Forward-Looking Information, which represents our beliefs, assumptions and estimates only as of the dates on which it was made, as predictions of future events. We undertake no obligation to update this Forward-Looking Information, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our Forward-Looking Information with these cautionary statements.
About DIRTT
DIRTT is a global leader in industrialized construction. Its system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector
markets, DIRTT’s system provides total design freedom and greater certainty in cost, schedule, and outcomes. Headquartered in Calgary, Alberta, Canada, DIRTT trades on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT”.
For further information, please contact:
DIRTT Media Relations media@dirtt.com
DIRTT Investor Relations ir@dirtt.com