Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 2, 2022, Keith Feldman, the Chief Financial Officer of DiamondHead
Holdings Corp. (the "Company") resigned from his position as a member of the
Board of Directors of the Company (the "Board") and any committees thereof.
Mr. Feldman's resignation from the Board did not result from any disagreement
with the Company. Mr. Feldman will continue to serve as the Chief Financial
Officer of the Company.
On August 2, 2022, to fill the vacancy arising from Mr. Feldman's resignation,
the Company appointed Michael Bayles to the Board as a Class III director.
Mr. Bayles is expected to serve for a term expiring at the Company's third
annual general meeting of stockholders and until his successor is elected or
qualified, subject to Mr. Bayles' earlier death, resignation, retirement,
disqualification or removal.
Also on August 2, 2022, the Board appointed Mr. Bayles as Co-Chief Executive
Officer, effective as of August 2, 2022. He will serve alongside current Chief
Executive Officer, David Hamamoto, with each serving as Co-Chief Executive
Officer of the Company.
Since March 11, 2022, Mr. Bayles has served as a director of EVO
Transportation & Energy Services, Inc., and previously served as a director and
chief restructuring officer from October 2020 to March 2021 and restructuring
advisor from May 2020 to October 2020. Mr. Bayles has served as a vice president
of investments of Slam Corp, a special purpose acquisition company, since
March 2021. Mr. Bayles previously served as an analyst at Antara Capital LP from
May 2018 until May 2020, and as a credit analyst at GLG Partners from May 2016
to December 2017. Prior to GLG Partners, Mr. Bayles was a vice president at
Avenue Capital Group from September 2008 to April 2016. Mr. Bayles has a
bachelor's degree in economics from the Wharton School of the University of
Pennsylvania.
In connection with this appointment, Mr. Bayles entered into (i) an indemnity
agreement (the "Indemnity Agreement") on the same terms as the indemnity
agreements entered into by the directors and officers of the Company at the time
of the Company's initial public offering, a form of which was filed as
Exhibit 10.5 to the Company's Current Report on Form 8-K filed on January 28,
2021 (the "Current Report"), (ii) a joinder (the "Letter Agreement Joinder") to
the letter agreement (the "Letter Agreement") entered into between the Company,
DHP SPAC-II Sponsor LLC (the "Sponsor") and the Company's directors and officers
at the time of the Company's initial public offering, a form of which was filed
as Exhibit 10.1 to the Current Report and (iii) a joinder (the "Registration
Rights Agreement Joinder") to the registration rights agreement (the
"Registration Rights Agreement") entered into by and among the Company, the
Sponsor, the holders party thereto, a form of which was filed as Exhibit 10.3 to
the Current Report, under which Mr. Bayles will be granted certain registration
rights on the same terms as the other holders at the time of the Company's
initial public offering.
Other than the foregoing, Mr. Bayles is not party to any arrangement or
understanding with any person pursuant to which he was director, nor is he party
to any transactions required to be disclosed under Item 404(a) of Regulation
S-K involving the Company.
The foregoing descriptions of the Letter Agreement, the Letter Agreement
Joinder, the Registration Rights Agreement, the Registration Rights Agreement
Joinder and the Indemnity Agreement do not purport to be complete and are
qualified in their entireties by reference to the copies of those documents
which are attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5,
respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Letter Agreement, dated January 25, 2021 by and among the Company, its
officers, directors and the Sponsor (incorporated by reference to
Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on
January 28, 2021).
10.2* Joinder to the Letter Agreement, dated August 2, 2022, by and among
the Company and Michael Bayles.
10.3 Registration Rights Agreement, dated January 25, 2021, by and among
the Company, the Sponsor and the other holders party thereto
(incorporated by reference to Exhibit 10.3 to the Registrant's Current
Report on Form 8-K filed on January 28, 2021).
10.4* Joinder to the Registration Rights Agreement, dated August 2, 2022,
by and among the Company and Michael Bayles.
10.5 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5
to the Registrant's Current Report on Form 8-K filed on January 28,
2021).
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document).
*Filed herewith.
© Edgar Online, source Glimpses