Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Arthur Stark to the Board
On June 16, 2023, the Board of Directors (the "Board") of Nogin, Inc. (the
"Company"), upon the recommendation of the Nominating and Corporate Governance
Committee of the Board (the "Nominating Committee"), appointed Arthur Stark to
the Board.
Mr. Stark will serve as a Class I director of the Board for a term ending at the
2023 annual meeting of stockholders of the Company. In approving the
appointment, the Board concluded that Mr. Stark satisfies the independence
requirements of the Nasdaq Stock Market and the Company's Corporate Governance
Guidelines. Mr. Stark was appointed to serve as a member of the Nominating
Committee.
Arthur Stark, 68, has over forty-five years of experience in various
executive-level roles across several industries. Mr. Stark currently serves as
Chairman of Stark Enterprises, providing advisory services to a broad array of
companies. Additionally, Mr. Stark is on the Senior Advisory Board of Jefferies
Group, as well as that of Vintage Investment Partners. Mr. Stark previously
served as President and Chief Merchandising Officer of Bed, Bath & Beyond from
January 2006 through May 2018.
In connection with Mr. Stark's appointment to the Board, Stark Enterprises LLC,
a Delaware limited liability company ("Stark Enterprises"), of which Mr. Stark
is Chairman, entered into a Consulting Agreement with the Company pursuant to
which Stark Enterprises will receive $118,000 per annum in cash in exchange for
providing advice to the Board and Chief Executive Officer regarding the
Company's conduct as a public company, including on financing and other
strategic matters.
There are no arrangements or understandings between Mr. Stark and any other
person pursuant to which he was selected as a director. There are no family
relationships between Mr. Stark and any director or executive officer of the
Company, and he 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.
Appointment of Shahriyar Rahmati to the Board
On June 16, 2023, the Board, upon the recommendation of the Nominating
Committee, appointed Shahriyar Rahmati to the Board. Mr. Rahmati will serve as a
Class III director of the Board for a term ending at the 2025 annual meeting of
stockholders of the Company.
Shahriyar Rahmati, 46, has served as the Company's Chief Financial Officer and
Chief Operating Officer since August 2022. Mr. Rahmati has over twenty years of
experience in various executive-level roles across several industries. From
September 2020 until August 2022, Mr. Rahmati served as a Principal of RSM US
LLP. Previously, he served as Chief Operating Officer of RugsUSA from December
2018 to March 2020 and as Managing Director and Head of Portfolio Operations for
Comvest Partners from July 2016 to December 2018. Prior to that, Mr. Rahmati was
a Principal at the Gores Group and an Operating Partner at Graham Partners. He
holds an MBA from Massachusetts Institute of Technology and a B.A. in Economics
from New York University.
There are no arrangements or understandings between Mr. Rahmati and any other
person pursuant to which he was selected as a director. There are no family
relationships between Mr. Rahmati and any director or executive officer of the
Company, and he 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.
Following the appointment of Messrs. Stark and Rahmati, the size of the Board is
now eight directors.
Item 7.01. Regulation FD Disclosure.
On June 20, 2023, the Company issued a press release related to the appointment
of Messrs. Stark and Rahmati to the Board as described in Item 5.02 above (the
"Press Release"). A copy of the Press Release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The information set forth in Item 7.01, including Exhibit 99.1, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Incorporated by Reference
Exhibit Filing
Number Description Form Exhibit Date
99.1 Press Release dated June 20, 2023.
104 Cover Page Interactive Data File, formatted in Inline
XBRL (included as Exhibit 101).
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