Item 1.01 Entry into a Material Definitive Agreement
In connection with the adoption by the Board of Directors (the "Board") of
Medley Capital Corporation (the "Company") of an internalized management
structure, on November 19, 2020, the Company entered into a Fund Accounting
Servicing Agreement and an Administration Servicing Agreement on customary terms
with U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of David Lorber as Interim Chief Executive Officer and Ellida
McMillan as Chief Financial Officer
In further connection with the adoption by the Board of an internalized
management structure, the Board appointed Mr. David Lorber, age 42, as interim
Chief Executive Officer of the Company, effective January 1, 2021, and Ms.
Ellida McMillan, age 53, as Chief Financial Officer of the Company, effective
January 1, 2021. Certain information regarding Mr. Lorber and Ms. McMillan is
contained in the press release referred to in Item 7.01 and is incorporated
herein by reference. Mr. Lorber and Ms. McMillan will each serve at the pleasure
of the Board. In connection with his appointment, Mr. Lorber stepped down from
the Compensation Committee of the Board, the Nominating and Corporate Governance
Committee of the Board, and the Special Committee of the Board. Mr. Lorber's
base annual salary will be $425,000, with a discretionary annual bonus of up to
100% of the base annual salary. Ms. McMillan's base annual salary will be
$300,000, with a discretionary annual bonus of up to $200,000.
Item 7.01 Regulation FD Disclosure
On November 20, 2020, the Company issued a press release announcing the
internalized management structure. The press release is furnished herewith as
Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed
"filed" for any purpose of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of such
section. The information in this Current Report on Form 8-K shall not be deemed
to be incorporated by reference into any filing under the
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Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated as of November 20, 2020.
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