Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 13, 2020, James Mark Elliott, the Chief Executive Officer and
President of Boxlight Corporation (the "Company"), entered into an agreement
with the Company (the "Elliott Employment Agreement") to transition into a newly
created part-time role of Chief Commercial Officer. As the Chief Commercial
Officer, Mr. Elliott will focus on the Company's global sales activities and
will report to Harold Bevis, the Company's newly appointed Chief Executive
Officer. Mr. Elliott will also continue to serve as a member of our board of
directors. Pursuant to the terms of the Elliott Employment Agreement, Mr.
Elliott will receive a base salary of $120,000, will be eligible to receive up
to an additional $50,000 cash bonus, at the discretion of the Company's Chief
Executive Officer, and will receive options to purchase 50,000 shares of the
Company's common stock, which stock options shall vest monthly over a one-year
period. A copy of the Elliott Employment Agreement is filed as Exhibit 10.1 to
this Current Report on Form 8-K and any summary of its terms is subject to, and
qualified in its entirety by, the full text of such document, which is
incorporated herein by reference.
On January 13, 2020, Harold Bevis entered into an employment agreement (the
"Bevis Employment Agreement") with the Company pursuant to which Mr. Bevis will
serve as the Company's Chairman and Chief Executive Officer. Pursuant to the
Bevis Employment Agreement, Mr. Bevis will receive a base salary of $200,000
(the "Base Salary"). In addition to the Base Salary, Mr. Bevis will be eligible
to receive a performance bonus of up to 100% of his Base Salary each year,
payable in cash, based on his achievement of certain key performance indicators
as determined by the Company's board of directors. Mr. Bevis also received
506,355 restricted shares of the Company equal to 3.5% of the fully diluted
outstanding shares of the company. The shares vest over a four-year period.
Prior to assuming the role of CEO and Chairman, Mr. Bevis served as an
independent director of the Company since March 2018, giving him intimate
knowledge and familiarity with the Company. Mr. Bevis brings with him more than
25 years of business leadership experience, including 15 years serving as a
chief executive officer. Prior to joining the Company, from October 2017 until
February 2019, Mr. Bevis served as president of OmniMax International, Inc., a
portfolio of eight building products businesses that manufacture products for
the home building, home improvement and RV/mobile home industries. From August
2012 until May 2017, Mr. Bevis was president and chief executive officer of
Xerium Technologies, Inc., a global manufacturer of aftermarket products and
services for customers serving packaging markets, paper markets, building
materials markets and disposable products markets, among other things.
Throughout his career, Mr. Bevis has led or directed a total of eight businesses
in six different industries, with more than 150 operating facilities in 22
countries. Mr. Bevis received his MBA from Columbia Business School and his
Bachelor of Science in industrial engineering from Iowa State University. He is
a member of the National Association of Corporate Directors and has served on
the boards of six companies. We believe Mr. Bevis's vast experience and
knowledge will add significant value as we grow and expand our business.
A copy of the Bevis Employment Agreement is filed as Exhibit 10.2 to this
Current Report on Form 8-K and any summary of its terms are subject to, and
qualified in its entirety by, the full text of such document, which is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 14, 2020, the Company issued a press release announcing Harold Bevis
as Chairman and Chief Executive Officer. A copy of the press release is
furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amended and Restated Employment Agreement, dated January 13, 2020,
between Boxlight Corporation and James Mark Elliott.
10.2 Employment letter, dated January 13, 2020, between Boxlight
Corporation and Harold Bevis.
99.1 Press Release, dated January 14, 2020.
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