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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Director’s Resignation
On July 25, 2023 Ms. Caroline Carralero, a director of the Board of Directors (the “Board”) of PSQ Holdings, Inc. (the “Company”), notified the Company that she was resigning from the Board. Her decision to resign from the Board is not the result of any disagreement with the Company’s operations, policies, or procedures, or any disagreements in respect of accounting principles, financial statement disclosure, or otherwise. Ms. Carralero desired to turn her attention full-time to EveryLife, Inc., a wholly-owned subsidiary of the Company, where she is the Chief Executive Officer.
A copy of the press release announcing Ms. Carralero’s decision to resign is attached as Exhibit 99.1.
(b) Election of Directors
On July 25, 2023, the Board appointed Ms. Kelly Loeffler to the Board to fill the resulting vacancy created by Ms. Carralero’s resignation, effective July 25, 2023. Ms. Loeffler will be a Class I director and shall serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2024. At this time, the Board has not made determinations as to potential committee assignments for Ms. Loeffler. Ms. Loeffler was not appointed pursuant to any arrangement or understanding between her and any other persons. Ms. Loeffler will be eligible to participate in the Company’s non-employee director compensation programs as described in the Company’s proxy statement and prospectus filed with the Securities and Exchange Commission (“SEC”) on June 30, 2023. Pursuant to this policy, Ms. Loeffler will be entitled to receive: (a) an initial grant of restricted stock units with a grant date fair value of $300,000 (provided that such grant shall not be made prior to September 23, 2023); and, to the extent she has served as a non-employee director for at least twelve months and is then serving on the Board, on the date of the next annual meeting of the Company’s stockholders, an annual grant of restricted stock units expected to be issued pursuant to the Company’s 2023 Stock Incentive Plan with a grant date fair value of $150,000. Each award will vest on the twelve-month anniversary of the date of grant, subject to her continued service, and accelerate in full upon a change in control of the Company; and (b) a prorated annual cash retainer of $40,000 for her service on the Board. The retainer shall be paid in arrears in four equal quarterly installments on the last day of each calendar quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the Board. To the extent Ms. Loeffler is appointed to a committee of the Board, she will be eligible to receive additional fees, consistent with the terms of the Company’s non-employee director compensation policy, for such service. In addition, Ms. Loeffler is expected to enter into an indemnification agreement with the Company, the form of which was previously filed as exhibit 10.2 to the Company’s Current Report 8-K dated July 19, 2023 and filed with the SEC on July 25, 2023.
A copy of the press release announcing Ms. Loeffler’s appointment to the Board is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press release, dated July 26, 2023, announcing the resignation of Ms. Caroline Carralero, and the appointment of Ms. Kelly Loeffler to the Board of Directors of PSQ Holdings, Inc. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| PSQ HOLDINGS, INC. | ||
| Date: July 28, 2023 | By: | /s/ Michael Seifert |
| Name: | Michael Seifert | |
| Title: | Chairman and Chief Executive Officer | |
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Exhibit 99.1
Senator Kelly Loeffler Appointed to PublicSq.’s Board of Directors
July 26, 2023 09:00 AM Eastern Daylight Time
WEST PALM BEACH, Fla.--(BUSINESS WIRE)--PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSq.”), a leading marketplace of patriotic businesses and consumers, today announced that Senator Kelly L. Loeffler has been appointed to the Company’s Board of Directors.
“Senator Kelly Loeffler is a pitch-perfect addition to the PublicSq. Board of Directors. No one brings as much Wall Street, public sector, and entrepreneurial experience while fully understanding the 100+ million Americans and small business owners that we are built to serve,” said Michael Seifert, PublicSq.’s Chairman of the Board and CEO. “Kelly is further proof that our Company will attract extraordinary talent to grow and serve our multi-billion dollar untapped values-aligned marketplace.”
In 2002, Ms. Loeffler helped lead Intercontinental Exchange’s (NYSE: ICE) successful IPO on the New York Stock Exchange. She launched Bakkt (NYSE: BKKT) as its Founding Chief Executive Officer in 2018. In December 2019, she was appointed to represent Georgia in the U.S. Senate. She has served on numerous corporate and nonprofit boards including the Atlanta Sports Council, the Atlanta Symphony Orchestra, Bakkt Inc., Georgia Power, Grady Memorial Hospital Corp., Georgia Research Alliance, Metro Atlanta Red Cross, and Skyland Trail. She currently serves on the Boards of the Republican State Leadership Committee, the University System of Georgia Foundation, and Atlanta’s Holy Spirit Preparatory School.
“I am thrilled to join the Board of Directors at PublicSq.,” said Loeffler. “This business is providing an alternative to tens of millions of Americans who seek to buy from companies that share their values. I look forward to supporting the PublicSq. team as they bring about this commercial revolution. And while still in their infancy, PublicSq. has already achieved tremendous growth and yet has so much more potential that I am eager to help them reach.”
Loeffler assumes the Board seat previously held by Caroline Carralero, who will turn her attention full-time to EveryLife Inc. (“EveryLife”), a wholly-owned subsidiary of PublicSq., where Carralero is CEO.
Michael Seifert said, in closing, “Today is another exciting day at PublicSq. I am thrilled to welcome Kelly to the Board, and I am also delighted with the early progress of our owned and operated EveryLife brand, which has quickly surpassed our internal growth expectations since its very recent launch in mid-July.”
About PublicSq.
PublicSq. is an app and website that connects patriotic Americans to high-quality businesses that share their values, both online and in their local communities. The primary mission of the platform is to help consumers “shop their values” and put purpose behind their purchases. In less than one year since its nationwide launch, PublicSq. has seen tremendous growth and proven to the nation that the parallel, “patriotic” economy can be a major force in commerce. The platform has over 50,000 businesses from a variety of different industries and over one million consumer members. It is free to join for both consumers and business owners alike, and to learn more, download the app on the App Store or Google Play, or visit PublicSq.com.
About EveryLife Inc.
EveryLife Inc. began with a simple mission: to provide premium products for every baby, because every baby is a miracle from God who deserves to be loved, protected, and supported. At EveryLife, we believe in providing for — and protecting — the next generation. EveryLife Inc. was acquired by PublicSq. in February 2023 and launched on July 13, 2023. To learn more, please visit everylife.com.
Forward-Looking Statements
This press release contains forward-looking statements. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements may include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding PublicSq. held by the management team of PublicSq., the future financial condition and performance of PublicSq., and the products and markets and expected future performance and market opportunities of PublicSq. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) changes in the competitive industries and markets in which PublicSq. operates, or plans to operate; (ii) variations in performance across competitors, changes in laws and regulations affecting PublicSq.’s business, (iii) the ability of PublicSq. to implement its business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (iv) the potential inability of PublicSq. to achieve its business and consumer growth and technical development plans, (v) the ability of PublicSq. to enforce its current or future intellectual property, including patents and trademarks, along with potential claims of infringement by PublicSq. of the intellectual property rights of others, (vi) risk of loss of key influencers, media outlets and promoters of PublicSq.’s business or a loss of reputation of PublicSq. or reduced interest in the mission and values of PublicSq. and the segment of the consumer marketplace it intends to serve and (vii) the risk of economic downturn, increased competition, a changing regulatory landscape and related impacts that could occur in the highly competitive consumer marketplace, both online and through “bricks and mortar” operations. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and PublicSq. does not assume any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless and except as required by law. PublicSq. does not give any assurance that PublicSq. will achieve its expectations.
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