Item 1.01 - Entry into a Material Definitive Agreement.
On April 27, 2023, GEE Group Inc. (the "Company") (NYSE American: JOB) entered
into a new employment agreement with Derek Dewan, the Company's Chairman and
Chief Executive Officer, for his continued employment (the "Dewan Employment
Agreement"). The Dewan Employment Agreement provides for a five-year term ending
on April 26, 2028, unless employment is earlier terminated in accordance with
the provisions thereof and after the initial term has a standard 1-year
automatic extension clause if there is no notice by the Company or Mr. Dewan of
termination. The Dewan Employment Agreement provides for a starting base salary
at the rate of $518,000 per year which can be increased (but not decreased) by
the Compensation Committee. Mr. Dewan is entitled to receive an annual cash
bonus based on criteria to be agreed to by Mr. Dewan and the Compensation
Committee and is eligible to participate in Company benefit plans and to receive
certain other perquisites. The Dewan Employment Agreement contains standard
termination, severance, change of control, non-compete, non-solicitation and
confidentiality provisions.
On April 27, 2023, the Company also entered into a new employment agreement with
Kim Thorpe, the Company's Senior Vice President and Chief Financial Officer with
respect to Mr. Thorpe's continuing service (the "Thorpe Employment Agreement").
The Thorpe Employment Agreement provides for a five-year term ending on April
26, 2028, unless employment is earlier terminated in accordance with the
provisions thereof and after the initial term has a standard 1-year automatic
extension clause if there is no notice by the Company or Mr. Thorpe of
termination. The Thorpe Employment Agreement provides for a starting base salary
at the rate of $331,000 per year which can be increased (but not decreased) by
the Compensation Committee. Mr. Thorpe is entitled to receive an annual cash
bonus based on criteria to be agreed to by Mr. Thorpe and the Compensation
Committee and is eligible to participate in Company benefit plans and to receive
certain other perquisites. The Thorpe Employment Agreement contains standard
termination, severance, change of control, non-compete, non-solicitation and
confidentiality provisions.
In addition, on April 27, 2023, the Company entered into a new employment
agreement with Alex Stuckey with respect to Mr. Stuckey's continuing service as
the Chief Operating Officer of the Company (the "Stuckey Employment Agreement").
The Stuckey Employment Agreement provides for a five-year term ending on April
26, 2028, unless employment is earlier terminated in accordance with the
provisions thereof and after the initial term has a standard 1-year automatic
extension clause if there is no notice by the Company or Mr. Stuckey of
termination. The Stuckey Employment Agreement provides for a starting base
salary at the rate of $331,000 per year which can be increased (but not
decreased) by the Compensation Committee. Mr. Stuckey is entitled to receive an
annual cash bonus based on criteria to be agreed to by Mr. Stuckey and the
Compensation Committee and is eligible to participate in Company benefit plans
and to receive certain other perquisites. The Stuckey Employment Agreement
contains standard termination, severance, change of control, non-compete,
non-solicitation and confidentiality provisions.
On April 27, 2023, the Company entered into Indemnification Agreements dated as
of April 27, 2023, with certain of its officers and members of the Board of
Directors (the "Board") to provide for indemnification of each individual in
their respective capacities as officers and members of the Board of the Company
to the fullest extent permitted under the Company's Amended and Restated
Articles of Incorporation, Amended and Restated Bylaws, and the Illinois
Business Corporation Act.
The Board approved each of the Dewan Employment Agreement, the Thorpe Employment
Agreement, the Stuckey Employment Agreement and the Indemnification Agreements
on April 27, 2023.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 27, 2023, the Board of the Company approved an amendment to Article
III, Section 2 of the Amended and Restated By-Laws ("the "By-Law Amendment") of
the Company (i) to fix the number of directors at seven (7) directors; and (ii)
to institute a staggered Board in accordance with the terms of Section 8.10(e)
of the Illinois Business Corporation Act dividing the Board into three classes,
each of which shall serve for a term of three years, with only one class of
directors being elected in each year. Class I directors will stand for
reelection at the first annual meeting following the adoption of the By-Law
Amendment, Class II directors will stand for reelection at the second annual
meeting following the adoption of the By-Law Amendment and Class III directors
will stand for reelection at the third annual meeting following the adoption of
the By-Law Amendment. The By-Law Amendment became effective immediately on its
adoption.
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The Board further classified the current members of the Board as follows:
Class I: William Isaac and Carl Camden
Class II: Darla Moore and Matthew Gormly
Class III: Peter Tanous, Thomas Vetrano, and Derek Dewan
The text of the By-Law Amendment is attached to this Current Report on Form 8-K
as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit No. Description
3.1 Amendment to Bylaws.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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