ONE Group Hospitality, Inc 8-K, filed Jun 23, 2020
ONE Group Hospitality, Inc. (STKS)
About this 8-K
ONE Group Hospitality, Inc filed this 8-K on June 23, 2020, reporting on events of June 17, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2020
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-37379 |
| 14-1961545 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | | | | Identification No.) |
1624 Market Street, Suite 311
Denver, Colorado 80202
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (646) 624-2400
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 communication 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) |
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◻ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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◻ | Pre-commencement communication 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(s) | Name of each exchange on which |
Common Stock | STKS | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 June 17, 2020, Linda Siluk notified The ONE Group Hospitality, Inc. (the “Company”) that she would resign from her position as chief administrative officer of the Company effective as of June 21, 2020. The Company and Ms. Siluk entered into a consulting and release agreement effective as of June 21, 2020. Pursuant to the agreement, Ms. Siluk will be paid $1,250 per week for a minimum of 10 hours per week in the first 26 weeks after her resignation, and $500 per week for a minimum of four hours per week in the second 26 weeks after her resignation; any additional work hours worked above the minimums will be paid at $125 per hour. The agreement includes a broad release of claims against the Company.
Item 8.01 Other Events
The Company announced the appointment of Maria Woods as its General Counsel and Secretary. The Company’s press release announcing Ms. Woods’ appointment is filed as Exhibit 99.1.
In conjunction with the Company’s presentation at the Jefferies Virtual Consumer Conference, the Company has updated its investor presentation. A copy of an updated investor presentation is available on the Company’s website at https://ir.togrp.com/presentations.
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.
Dated: June 23, 2020 | THE ONE GROUP HOSPITALITY, INC. | |
| | |
| By: | /s/ Tyler Loy |
| Name: | Tyler Loy |
| Title: | Chief Financial Officer |
Exhibit 99.1
The ONE Group Hospitality, Inc. Announces Changes in Management Team
DENVER-- (BUSINESS WIRE) --The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS), today announced appointment of Maria Woods as General Counsel. She will also be assuming the role of Corporate Secretary from Chief Administrative Officer Linda Siluk, who has resigned and is pursuing other career opportunities.
Ms. Woods brings over 25 years of legal experience to The ONE Group, including nearly two decades as in-house counsel to both public and private companies. Most recently, she served as General Counsel for Lucky’s Market, where she provided strategic legal counsel for all aspects of the company’s natural and organic grocery operations. Prior to that, Ms. Woods served as Executive Vice President, Legal and Business Affairs and General Counsel at National CineMedia. Earlier in her career, she was the Associate General Counsel at Einstein Noah Restaurant Group, General Counsel at Latis Networks, and Assistant General Counsel at Sun MicroSystems.
Ms. Woods earned her law degree from the University of Denver and earned a Bachelor of Arts in Communication Studies from the University of Iowa.
Emanuel “Manny” Hilario, Chief Executive Officer, said, “We are delighted to welcome Maria to The ONE Group’s executive team. Maria is a strategic thinker with an extensive legal background and will be a vital asset to our entire organization. We are confident that her insights will be invaluable as we continue to drive growth and build long-term shareholder value.”
“On behalf of the entire team at The ONE Group, I would like to thank Linda for her many contributions to the Company over the last three years. We wish her much success in her future endeavors,” concluded Hilario.
About The ONE Group
The ONE Group Hospitality, Inc. (Nasdaq: STKS) is a global hospitality company that develops and operates upscale and polished casual, high-energy restaurants and lounges and provides hospitality management services for hotels, casinos and other high-end venues both nationally and internationally. The ONE Group’s focus is to be the global leader in Vibe Dining, and its primary restaurant brands are:
| ● | STK, a modern twist on the American steakhouse concept with 20 restaurants in major metropolitan cities in the U.S., Europe and the Middle East; and, |
| ● | Kona Grill, a polished casual, bar-centric brand with 24 U.S. locations, features American favorites, award-winning sushi, and specialty cocktails in an upscale casual atmosphere. |
ONE Hospitality, The ONE Group’s food and beverage hospitality services business, develops, manages and operates premier restaurants and turnkey food and beverage services within high-end hotels and casinos. Additional information about The ONE Group can be found at www.togrp.com.
Investors:
ICR
Michelle Michalski or Raphael Gross
(646) 277-1224
Michelle.Michalski@icrinc.com
Media:
ICR
Kate Ottavio Kent
(203) 682-8276
Kate.OttavioKent@icrinc.com