Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 30, 2022, the Board of Directors (the "Board") of Shift
Technologies, Inc. (the "Company"), by unanimous written consent and pursuant to
the recommendation of all of the members of the Leadership Development,
Compensation and Governance Committee of the Company, elected Jeff Clementz,
Chief Executive Officer, to serve as a Class II director of the Company. In
accordance with the previously disclosed Third Amendment to the Employment
Agreement with Mr. Clementz, amending that certain Employment Agreement by
between Shift Platform, Inc., a wholly-owned subsidiary of the Company, and Mr.
Clementz dated as of September 27, 2021, as amended on February 24, 2022 and May
12, 2022 (collectively, the "Clementz Agreement"), Mr. Clementz will serve as a
director of the Company and will be included as a nominee for election as a
director at each applicable annual stockholder meeting during the term of the
Clementz Agreement.
There are no family relationships between Mr. Clementz and any director,
executive officer, or person nominated or chosen by the Company to become a
director or executive officer of the Company. Mr. Clementz is not a party to any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to the Clementz Agreement, Mr. Clementz will not be entitled to further
compensation with respect to his service as a director on the Board and as a
director and/or officer of affiliates of the Company.
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