8-K
Greenidge Generation Holdings Inc. (GREE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 22, 2023
Date of Report (date of earliest event reported)
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Greenidge Generation Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware<br><br>(State or other jurisdiction of<br><br>incorporation or organization) | 001-40808<br><br>(Commission File Number) | 86-1746728<br><br>(I.R.S. Employer Identification Number) |
|---|---|---|
| 135 Rennell Drive, 3rd Floor<br><br>Fairfield, CT 06890 | ||
| (Address of principal executive offices and zip code) | ||
| (203) 718-5960 | ||
| (Registrant's telephone number, including area code) |
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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:
| ☐ | 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 Act: | |||
| --- | --- | --- | |||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||
| Class A common stock, par value $.0001 | GREE | NASDAQ Global Select Market | |||
| 8.50% Senior Notes due 2026 | GREEL | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 |
|---|
On March 22, 2023, the Board of Directors (the Board”) of Greenidge Generation Holdings Inc. (the “Company” or “Greenidge Generation”) increased the size of the Board to 10 directors and appointed Jordan Kovler to fill the newly created directorship effective March 22, 2023.
Mr. Kovler co-founded a consulting and proxy advisory firm, Harkins, Kovler, Leventhal & Co., LLC doing business as HKL & Co., LLC, in 2016 and has served as a managing director of the firm since its founding. Since June 2022, he has also served as an advisor to the technology services company Genesis Block LLC. Prior to co-founding HKL& Co., LLC, he worked at D.F. King & Co., a proxy solicitation firm, in progressively senior roles, including as Senior Vice President.
Mr. Kovler holds a Bachelor of Arts degree from Trinity College in Hartford, Connecticut.
Mr. Kovler is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. He will receive compensation as an independent director in accordance with the Company’s non-employee director compensation practices (as described in “Director Compensation” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 28, 2022.) In connection with joining the Board, Mr. Kovler entered into a Director and Officer Indemnification Agreement, in substantially the same form as the Company has previously filed with the Securities and Exchange Commission as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
On March 27, 2023, Greenidge issued a press release regarding Mr. Kovler’s appointment, which is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 27, 2023 issued by Greenidge Generation Holdings, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 27th day of March, 2023.
| Greenidge Generation Holdings Inc. | |
|---|---|
| By: | /s/ Robert Loughran |
| Name: | Robert Loughran |
| Title: | Chief Financial Officer |
Document
Exhibit 99.1
For Immediate Release
March 27, 2023
Greenidge Generation Appoints Jordan Kovler to Board of Directors
FAIRFIELD, CT – March 27, 2023 – Greenidge Generation Holdings Inc. (NASDAQ: GREE) (“Greenidge”), a vertically integrated cryptocurrency datacenter and power generation company, has appointed Jordan Kovler, a seasoned leader in investor relations and corporate governance with two decades of leadership at advisory firms, to its Board of Directors, effective March 22, 2023.
Throughout his career, Mr. Kovler has designed and implemented solutions to special corporate situations, consulting on contested board elections, mergers and acquisitions, investor relations, and corporate governance and communications practices. In 2016, he co-founded a consulting and proxy solicitation firm, HKL & Co., LLC. The firm provides strategic counsel for issuers and investors, and call center services focused predominantly on large municipalities. Most recently, he has worked with numerous Web3 companies, serving in advisory roles at Genesis Block, Tactical Block Ventures and others. Passionate about stakeholder engagement and transparency, Mr. Kovler is highly regarded in the Web3 space due to his thoughtful approach to growing and managing companies. Previously, he worked at D.F. King & Co., Inc. a proxy solicitation firm, in progressively senior roles, including as Senior Vice President.
“Jordan brings much more than an impressive track record in investor relations – he brings an authentic, contagious passion for innovation and stakeholder outreach,” said Dave Anderson, Greenidge’s Chief Executive Officer. “At this moment in our journey, we are moving past the recent challenges that confronted the crypto industry and solidifying our position, and Jordan’s decision to join our Board further demonstrates why we are so optimistic about our future.”
“Greenidge has an exceptional reputation in the cryptocurrency industry, making this a very compelling opportunity,” said Mr. Kovler. “I look forward to helping Greenidge’s Board build upon its momentum.”
A frequent speaker on investor relations and corporate governance, Mr. Kovler is also an active member of his community, volunteering for numerous nonprofits. He holds a Bachelor of Arts in economics from Trinity College in Hartford, CT.
About Greenidge Generation Holdings Inc.
Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically integrated cryptocurrency datacenter and power generation company.
For further information, please contact:
Investor Relations
investorrelations@greenidge.com
Media Inquiries
media@greenidge.com
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