Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 27, 2021, the Board of Directors of Eos Energy Enterprises, Inc. (the
"Company") appointed Claude Demby, age 56, to the Board of Directors. Mr. Demby
will serve as a Class III director with a term that expires at the Company's
2023 Annual Meeting of Stockholders or until his successor is elected and
qualified. With this appointment, the Board now has seven directors.
Mr. Demby was not selected as a director pursuant to any arrangements or
understandings with the Company or with any other person, and there are no
transactions between the Company and Mr. Demby that would require disclosure
under Item 404(a) of Regulation S-K.
Mr. Demby will be compensated for his services on the Board in accordance with
the Company's Non-Employee Director Compensation Policy, as approved on December
10, 2020 by the Board. Annual compensation for the Company's non-employee
directors is comprised of cash and stock-based equity compensation. The cash
compensation consists of an annual retainer of $25,000, paid quarterly in
arrears, and the annual stock-based equity compensation consists of awards of
restricted stock units with a value of $75,000 and stock options with a value of
$75,000. A more detailed description of the Company's Non-Employee Director
Compensation Policy was previously reported in the Company's form 8-K filed with
the Securities and Exchange Commission on December 14, 2020, with a copy of the
Non-Employee Director Compensation Policy included as Exhibit 10.01 to the Form
8-K, and is incorporated herein by reference.
The Company has entered into an indemnification agreement with Mr. Demby on the
same basis as each of the Company's other directors. This agreement, among other
things, requires the Company to indemnify its directors for certain expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by a
director in any action or proceeding arising out of their services as one of the
Company's directors or any other company or enterprise to which the person
provides services at the Company's request. The foregoing description of the
indemnification agreement is qualified in its entirety by the full text of the
form of indemnification agreement, which was previously filed with the
Securities and Exchange Commission on November 20, 2020, as Exhibit 10.13 to its
Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit
Number Description of Document
99.1 Press release dated September 1, 2021
104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL
2
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