Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2022, the board of directors (the "Board") of Landcadia Holdings
IV, Inc. (the "Company") appointed Michael S. Chadwick to the Board. Mr.
Chadwick was appointed to serve as a Class II director with a term expiring at
the Company's second annual meeting of stockholders.
The Board appointed Mr. Chadwick, who was determined to be an "independent
director" as defined in the applicable rules of The Nasdaq Capital Market LLC
and the applicable rules of the U.S. Securities and Exchange Commission (the
"Commission"), to the Board's Audit Committee as a member and the chairperson.
Mr. Chadwick was also determined to qualify as an "audit committee financial
expert" as defined by the rules of the Commission. In connection with such
appointment, Tilman J. Fertitta resigned as chairperson and member of the Audit
Committee. Mr. Fertitta will remain Co-Chairman of the Board and Chief Executive
Officer.
Mr. Chadwick, 70, has been a director of Golden Nugget Online Gaming, Inc. since
May 2019. He was previously a director of Landcadia Holdings, Inc. from May 8,
2017 through the consummation of the Waitr business combination. Mr. Chadwick
has been in the commercial, investment and merchant banking businesses since
1975. Additionally, since April 2018, Mr. Chadwick has served as Managing
Director and Principal of Chadwick Capital Advisors, LLC. Previously, since June
2017, he operated as an independent contractor serving as Managing Director and
Principal of SLCA Capital, LLC, a registered broker dealer and member of FINRA
and SIPC. Mr. Chadwick has arranged private and public debt and equity capital
and has provided financial advisory services relating to merger and acquisition
activity, for numerous public and privately held companies across a broad
spectrum of industries for over 45 years. Mr. Chadwick was most recently a
Managing Director of Shoreline Capital Advisors, Inc. from 2011 to 2017. He was
a Managing Director at Growth Capital Partners, LP during 2010. From 1994
through 2009, Mr. Chadwick was a Senior Vice President and Managing Director of
Sanders Morris Harris Group, Inc. ("SMHG"), which at that time was the largest
investment banking firm headquartered in the Southwest. Prior to SMHG, Mr.
Chadwick in 1988 co-founded Chadwick, Chambers and Associates, Inc., an
investment and merchant banking boutique specializing in providing traditional
corporate finance services and, in select situations, sponsoring financial
transactions as principal. Mr. Chadwick has served on numerous boards of
directors of both private and public companies, including service as the
chairman of the audit committee of Landry's Inc. when it was a public company.
Presently, he serves on the boards of directors of Moody-Price, LLC, Trophy
Windows, LLC, Lone Star Industrial Materials, LLC, Landry's Inc. and the audit
and compliance committees for Golden Nugget Atlantic City, LLC, as well as on
the Board of Trustees of the Harris County Hospital District Foundation. The
Board believes Mr. Chadwick is qualified to serve as a director due to his
leadership in the entertainment and dining industries, as well as his extensive
business and financial experience in commercial, investment and merchant
banking.
On March 25, 2022, the Company entered into an indemnity agreement (the
"Indemnity Agreement") with Mr. Chadwick, pursuant to which the Company has
agreed to provide contractual indemnification to Mr. Chadwick, in addition to
the indemnification provided in the Company's Second Amended and Restated
Certificate of Incorporation, against liabilities that may arise by reason of
his service on the Board, and to advance expenses incurred as a result of any
proceeding against Mr. Chadwick as to which he could be indemnified, in the form
previously filed as Exhibit 10.8 to the Company's Registration Statement on Form
S-1 (File No. 333-253100) for its initial public offering, initially filed with
the U.S. Securities and Exchange Commission on February 12, 2021 (the
"Registration Statement").
On March 25, 2022, the Company entered into a letter agreement with Mr. Chadwick
(the "Letter Agreement") on substantially the same terms as the form of letter
agreement previously entered into by and between the Company and each of its
other directors in connection with the Company's initial public offering.
The foregoing descriptions of the Indemnity Agreement and the Letter Agreement
do not purport to be complete and are qualified in their entireties by reference
to the form of indemnity agreement and the Letter Agreement, copies of which are
attached as Exhibit 10.8 to the Registration Statement and Exhibit 10.1 hereto,
respectively, and are incorporated herein by reference.
There are no arrangements or understandings between Mr. Chadwick and any other
persons pursuant to which Mr. Chadwick was selected as a director of the
Company. There are no family relationships between Mr. Chadwick and any of the
Company's other directors or executive officers and Mr. Chadwick does not have
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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