01/28/2022 | Press release | Distributed by Public on 01/28/2022 16:01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 27, 2022
Date of Report (Date of earliest event reported)
STAFFING 360 SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-37575 | 68-0680859 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
641 Lexington Avenue
27th Floor
New York, NY10022
(Address of principal executive offices)
(646)507-5710
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.00001 | STAF | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 27, 2022, the board of directors approved, following the recommendation made on January 4, 2022, by the Compensation and Human Resources Committee of the board of directors of Staffing 360 Solutions, Inc. (the "Company"), the payment of an exceptional bonus equal to $500,000, less all applicable withholdings and deductions, to Brendan Flood, its Chief Executive Officer (the "Bonus"). The Bonus will be payable at Mr. Flood's election in (i) a lump-sum cash payment; (ii) shares of common stock of the Company, provided the common stock's fair market value (determined in accordance with the Company's 2021 Omnibus Incentive Plan) at the time of such election is at least $1.00 per share; or (iii) in a combination of cash and common stock, subject to the restrictions described in (ii) above, with such Bonus to be paid to Mr. Flood as soon as administratively practicable in the 2022 calendar year; provided, however, that if due to the Company's cash position, the Company is unable to pay the Bonus to Mr. Flood by December 31, 2022, then the Bonus shall be paid to Mr. Flood, effective as of December 31, 2022, in shares of common stock, determined based on the common stock's fair market value on the last trading day of the 2022 calendar year and irrespective of the restrictions described in (ii) above, and provided further that, in the event the fair market value of the common stock as of the last trading day of the 2022 calendar year is less than $1.00 per share, then the number of shares of common stock issued to Mr. Flood as of December 31, 2022 may not exceed 500,000 shares of common stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 28, 2022 | STAFFING 360 SOLUTIONS, INC. | |
By: | /s/ Brendan Flood | |
Brendan Flood | ||
Chairman and Chief Executive Officer |