Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(a) Resignation of a Director
On October 27, 2021, the Board received by email a letter from Richard Mowser, a
director of the Company (the "Resignation Letter"), pursuant to which Mr. Mowser
resigned as a member of the Board effective immediately. Prior to such
resignation, Mr. Mowser served as the Chair of the Board's Audit Committee and
as a member of the Board's Compensation Committee and Nominating and Corporate
Governance Committee (the "Nominating Committee").
In the Resignation Letter, Mr. Mowser made statements regarding his
disagreements with the Company relating to its operations, policies and
practices, indicating that he tendered his resignation based on the actions
taken by the Board at its meeting held on October 22, 2021. As previously
disclosed on the Company's Current Report on Form 8-K filed with the SEC on
October 28, 2021 (the "Prior Form 8-K"), the Board placed each of Paul Pereira,
the Company's President and Chief Executive Officer, Dennis McIntosh, the
Company's Chief Financial Officer and Treasurer, and Charles Pereira, the
Company's Chief Technology Officer, on paid administrative leave and authorized
an independent internal investigation regarding certain corporate transactions
and other matters.
Mr. Mowser states in the Resignation Letter, among other things, that "The
decision to replace the CEO/Founder, the CFO and the CTO in my opinion was
personal and calculated and driven by certain directors/shareholders to take
control of the company without any regard for due process." In the Resignation
Letter, Mr. Mowser disagrees with the actions taken by the Board at its October
22, 2021 meeting, the reasons and motivations therefor, and the process by which
such actions were taken and with the selection process for, and qualifications
of, the individuals to replace such officers.
The majority of directors on the Board disagree with the assertions and
conclusions made by Mr. Mowser in the Resignation Letter and take particular
exception to his characterizations of reasons and motivations of the directors
who voted in favor of such actions.
A copy of the Resignation Letter is attached as Exhibit 17.1 to this Current
Report, and is incorporated herein by this reference. All descriptions of the
contents of the Resignation Letter in this Current Report are qualified in their
entirety by references to the full text of the Registration Letter.
The Company will provide Mr. Mowser a copy of the disclosures it is making in
this Item 5.02 no later than the day the Company files the disclosures with the
SEC. The Company will provide Mr. Mowser with the opportunity to furnish the
Company, as promptly as possible, with a letter addressed to the Company stating
whether Mr. Mowser agrees with the statements made by the Company in this Item
5.02 and, if not, stating the respects in which he does not agree. The Company
will file any letter provided by Mr. Mowser in relation thereto by amendment to
this Current Report within two business days after receipt by the Company.
(d) Election of Directors
On November 1, 2021, the Board, upon recommendation of the Nominating Committee,
appointed each of Patrick Dolan and Allen Capsuto to serve as a director of the
Company. Mr. Capsuto was also appointed by the Board, upon recommendation of the
Nominating Committee, to serve as the Chairman of the Audit Committee. On
December 29, 2021, upon recommendation of the Nominating Committee, the Board
appointed Mr. Dolan to serve on the Nominating Committee and the Compensation
Committee of the Board.
Mr. Dolan, age 59, is the former President and COO of the Interactive
Advertising Bureau ("IAB"), an advertising business organization that develops
industry standards, conducts research and provides legal support for the online
advertising industry. Mr. Dolan was with IAB for 13 years, from 2007 through
January 2021. During this time, he founded its Data Council and Data Center of
Excellence, co-founded its Video and Mobile Centers of Excellence and was a
founding executive board member of the IAB Tech Lab. He helped expand the
Digital Content NewFronts and establish the IAB Podcast Upfront's and IAB's
Digital Sales Certification Program. Currently, Mr. Dolan is providing advising
and consulting services. Mr. Dolan received his BA in economics from the
University of Virginia and his MBA from Virginia Commonwealth University.
Mr. Capsuto, age 69, has served as a Managing Director of Everest Group
International, LLC, which provides stakeholder services in the areas of
Professional Advisory, Mergers and Acquisitions, since 2015. He is also the
founder and principal of Capsuto Consulting LLC, which provides consulting
services for high net worth individuals. From 2002 to 2007, Mr. Capsuto served
as Executive Vice President and CFO of Magnatrax Corporation, a provider of
custom-engineered metal building systems for the North American nonresidential
construction market. He has served on the Board of Directors of QualServ
Corporation (Chairman), Champion Homes (Audit Chair), CCLM Holdings (Chairman),
Euramax (Compensation Committee), Magnatrx China JV-steel company, EquipMD
(Chairman) and as the sole Trustee of the Magnatrax Shareholders Liquidity
Trust. Mr. Capsuto received his BS in Computer Science and Math from the
University of Illinois - Chicago and his MBA from Roosevelt University.
The Company has not yet made any determinations regarding the compensation
Messrs. Dolan and Capsuto may receive for their service as directors. There are
no arrangements or understandings between either Mr. Dolan or Mr. Capsuto and
any other person pursuant to which either of them was elected as a director of
the Company. There are no family relationships between either Mr. Dolan or Mr.
Capsuto and any director or executive officer of the Company, and neither Mr.
Dolan nor Mr. Capsuto has any direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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