Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2023, Ann Berry notified Slam Corp. (the "Company") of her decision
to resign as a member of the Board of Directors of the Company (the "Board"),
effective as of April 25, 2023. Ms. Berry's decision to resign was not the
result of any dispute or disagreement with the Company or any matter relating to
the Company's operations, policies or practices. Ms. Berry was an independent
member of the compensation committee and the audit committee of the Board.
Also on April 25, 2023, the Company announced the appointment of Lisa Harrington
as a new director of the Company. Ms. Harrington has been appointed to serve on
the compensation committee and the audit committee of the Company, with such
appointment effective upon her becoming a director of the Company.
The Company believes that Ms. Harrington is well qualified to serve on the Board
due to her public company experience. She has served as a director of Iron Horse
Acquisitions Company since November 23, 2021. She served as the Chief Legal
Officer and Corporate Secretary at Viant Technology (Nasdaq: DSP) until 2022,
General Counsel and Corporate Secretary at ChromaDex Corp. (Nasdaq: CDXC) until
2021 and Special Counsel at Cooley LLP from 2018 until 2020. In addition, her
prior experience includes General Counsel and Secretary positions with ASICS,
Surf Airlines, NBCUniversal/Comcast, and UNUM Insurance. Ms. Harrington holds a
B.A. in Political Science from UCLA and a J.D. from the University of Southern
California Gould School of Law.
The board of directors of the Company has affirmatively determined that Ms.
Harrington meets the applicable standards for an independent director under both
the rules of the Nasdaq Capital Market and Rule 10A-3 under the Securities
Exchange Act of 1934.
Ms. Harrington will not be compensated by the Company for her services as a
director and has not entered into an employment agreement with the Company.
In connection with this appointment, Ms. Harrington has entered into an
indemnity agreement, registration and shareholder rights agreement and a letter
agreement with the Company on the same terms as the indemnity agreements,
registration and shareholder rights agreement and letter agreement entered into
at the time of the Company's initial public offering.
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