Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Director
On December 29, 2020, the Board of Directors (the "Board") of Vital Farms, Inc.
(the "Company") increased the size of the Board from eight to nine directors
and, following the recommendation of the Nominating and Corporate Governance
Committee, appointed Kofi Amoo-Gottfried to serve as a member of the Board and
as a member of the Board's Nominating and Corporate Governance Committee,
effective January 4, 2021. Mr. Amoo-Gottfried is a Class I director whose term
will expire at the Company's 2021 Annual Meeting of Stockholders. The Board has
determined that Mr. Amoo-Gottfried is "independent" pursuant to the rules of The
Nasdaq Stock Market LLC ("Nasdaq") and other governing laws and applicable
regulations.
There is no arrangement or understanding between Mr. Amoo-Gottfried and any
other person pursuant to which he was selected as a director, and there is no
family relationship between Mr. Amoo-Gottfried and any of the Company's other
directors or executive officers. There are no transactions between
Mr. Amoo-Gottfried and the Company that would be required to be reported under
Item 404(a) of Regulation S-K.
As a non-employee director of the Company, Mr. Amoo-Gottfried is eligible to
participate in the Company's compensation arrangements for non-employee
directors, which are described in more detail in the Company's Non-Employee
Director Compensation Policy, filed as Exhibit 10.8 to the Company's Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission ("SEC")
on November 10, 2020. In connection with Mr. Amoo-Gottfried's election to the
Board, the Company and Mr. Amoo Gottfried entered into the Company's standard
form of indemnification agreement, a copy of which was filed as Exhibit 10.9 to
the Company's Registration Statement on Form S-1 (File No. 333-239772) filed
with the SEC on July 9, 2020. This agreement requires the Company to indemnify
Mr. Amoo-Gottfried, to the fullest extent permitted by Delaware law, for certain
liabilities to which he may become subject as a result of his affiliation with
the Company.
On January 5, 2021, the Company issued a press release announcing
Mr. Amoo-Gottfried's appointment to the Board. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Appointment of Principal Accounting Officer
Effective January 4, 2021, the Board appointed Jeffery S. Dawson to serve as
Chief Accounting Officer and as the principal accounting officer of the Company.
Bo Meissner will continue serving as principal financial officer of the Company.
Mr. Dawson joined the Company as Chief Accounting Officer in January 2021. Prior
to joining the Company, Mr. Dawson served as Senior Vice President, Chief
Accounting Officer of Dean Foods Company from January 2019 to December 2020.
Prior to Dean Foods, Mr. Dawson served as Chief Accounting Officer, North
America for Nokia Oy (formerly Alcatel-Lucent SA) from 2009 to January 2019.
Prior to that, Mr. Dawson served in a broad range of finance and accounting
roles at Stanley Black & Decker, Georgia-Pacific LLC, Velocita Corporation and
Deloitte. Mr. Dawson received his B.B.A. in accounting from Texas A&M University
and is a Certified Public Accountant.
There are no family relationships among Mr. Dawson and any of the Company's
directors or executive officers, nor are there any related party transactions
between Mr. Dawson and the Company that would be required to be reported under
Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated January 5, 2021.
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