Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2022, CURE Pharmaceutical Holding Corp. (the "Company") issued a
press release announcing the appointment of Robert J. Costantino to serve as a
member of the Board of Directors of the Company (the "Board"). The Company also
announced that Mr. Costantino will serve as the Chairman of the Audit Committee
of the Board (the "Audit Committee"). The Board has determined that Mr.
Costantino is an "audit committee financial expert" as defined by applicable
Securities and Exchange Commission ("SEC") regulations.
Mr. Costantino, 63, is a retired senior executive with several decades of
experience serving as Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer and in various other senior executive leadership positions at
multiple large companies. Mr. Costantino is currently a financial consultant and
he is a director of PetVivo (Nasdaq: PETV), where he is also a member of the
audit and compensation committees, and is also currently a director of multiple
Yamaha Motor Finance companies. Most recently, he served as Senior Executive
Vice President, Chief Financial Officer and Chief Operating Officer of WFS
Financial (Nasdaq: WFSI), an automotive/commercial finance company, while
concurrently serving as Executive Vice President, Chief Financial Officer and
Chief Operating Officer of Westcorp (NYSE: WES), an OTS regulated bank. In each
of these roles, Mr. Costantino was responsible for operational and financial
oversight, including SEC filings, investor relations and treasury. Mr.
Costantino played a key role in negotiating the sale of both companies to
Wachovia (Wells Fargo) for $3.9 billion. Prior to that, he was President, Chief
Executive Officer and a director of Mitsubishi Motors Credit of America, an
automotive finance company with over $10 billion in assets, where he played a
key role in improving profitability and negotiating the sale of the company's
assets to Merrill Lynch. Prior to that, he served for 17 years in various
management positions of increasing responsibility at Volvo Cars of North
America, including serving as Senior Vice President and Chief Financial Officer
of both the automotive parent company and the captive finance company. Mr.
Costantino is also a retired Certified Public Accountant.
There are no family relationships between Mr. Costantino and any directors or
executive officers of the Company. Additionally, there are no arrangements
between Mr. Costantino and any other person pursuant to which he was selected to
serve as a director. Finally, there are no transactions to which the Company is
or was a participant and in which Mr. Costantino has a direct or indirect
material interest subject to disclosure as a related party transaction under
Item 404(a) of Regulation S-K.
Mr. Costantino will be compensated for his services on the Board in accordance
with the Company's standard non-employee director compensation policy.
A copy of the press release is furnished hereto as Exhibit 99.1. The information
contained in Exhibit 99.1 is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section. Such
information shall not be deemed incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing, except as otherwise expressly set forth
by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated August 16, 2022, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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