Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 6, 2020, Dennis Gao resigned as a director of JanOne Inc. (the
"Company") effective immediately in order to pursue other opportunities. Mr. Gao
served on the Audit Committee, the Compensation Committee, and the Nominating
and Corporate Governance Committee of the Board of Directors (the "Board").
There were no disagreements between the Company and Mr. Gao that led to his
decision to resign.
On January 6, 2020, the Board appointed John Bitar to the Board to fill the
vacancy created by Mr. Gao's resignation, to serve until the Company's 2020
annual meeting of stockholders or until his successor is duly elected and
qualified. There is no arrangement or understanding pursuant to which Mr. Bitar
was appointed to the Board. There are no family relationships between Mr. Bitar
and any director or executive officer of the Company, and Mr. Bitar does not
have any direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Bitar will receive
$18,000 per annum for his service on the Board.
The Board also appointed Mr. Bitar to serve as a member of the Audit Committee
and the Nominating Committee of the Board. Following Mr. Bitar's appointment to
the Board, as of the date of this Current Report on Form 8-K, the composition of
the committees of the Board is as follows: (i) Richard D. Butler, Jr., Nael
Hajjar, and John Bitar serve as members of the Audit Committee of the Board,
(ii) Richard D. Butler, Jr. and Nael Hajjar serve as members of the Compensation
Committee of the Board, and (iii) Richard D. Butler, Jr. and John Bitar serve as
members of the Nominating and Corporate Governance Committee of the Board.
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