Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Daniel Goldberg as a Director
On January 20, 2020, Canadian resident Mr. Daniel Goldberg notified MDC Partners
Inc. (the "Company") of his intent to resign and subsequently on January 21,
2020 tendered his resignation from the board of directors (the "Board") of the
Company with such resignation effective as of the appointment of a replacement
resident Canadian director. Mr. Goldberg's resignation was not the result of any
dispute or disagreement with the Company or the Board on any matter relating to
the operations, policies or practices of the Company. Mr. Goldberg's resignation
did not affect the Company's compliance with Canadian law requirements relating
to the number of Canadian resident directors on the Board, due to the
appointment of Mr. Wade Oosterman, also a Canadian resident, to the Board
effective on January 23, 2020. Mr. Goldberg's resignation became effective upon
Mr. Oosterman's appointment.
Appointment of Wade Oosterman as a Director
On January 23, 2020, the Company's Board of Directors appointed Canadian
resident Mr. Wade Oosterman as a director. Mr. Oosterman joined the Company's
Board effective January 23, 2020, for a term extending through the date of the
Company's 2020 annual meeting of stockholders. There is no arrangement or
understanding between Mr. Oosterman, and any other person pursuant to which he
was appointed as a director of the Company. Mr. Oosterman was appointed as a
member of the Audit Committee.
In connection with his service on the Board, and consistent with the Company's
compensation arrangements for non-employee directors, Mr. Oosterman will receive
an annual cash retainer of $70,000 together with meeting fees, an annual grant
of restricted stock valued at approximately $100,000, reimbursement of expenses
(inclusive of travel expenses, if applicable), indemnification and insurance
coverage.
Item 7.01 Regulation FD Disclosure.
On January 24, 2020, the Company issued a press release announcing the
resignation of Mr. Goldberg from the Board and the appointment of Mr. Oosterman
to the Board. This press release is furnished as Exhibit 99.1 hereto and
incorporated herein by reference.
The foregoing information (including Exhibit 99.1 hereto) is being furnished
under Item 7.01. Such information (including the Exhibit 99.1 hereto) shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
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