Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 3, 2023, the Board of Directors (the "Board") of Piedmont Lithium
Inc. (the "Company") approved an increase to the size of the Board from five to
seven directors with the two newly created directorships being allocated to
Class I, effective as of January 3, 2023 (the "Effective Time"), in accordance
with the Company's Amended and Restated Certificate of Incorporation and the
Company's Amended and Restated Bylaws. The Board appointed Christina Alvord and
Michael Bless, effective as of the Effective Time, to fill the newly created
Class I directorships as Class I independent directors to hold office until the
next election of Class I directors and until their respective successors shall
have been duly elected and qualified or until their earlier respective death,
resignation, removal, retirement or disqualification. In addition, effective as
of the Effective Time, (i) Ms. Alvord has been appointed to the Compensation and
Leadership Committee, replacing Jorge Beristain on the committee as of such
time, and Mr. Bless has been appointed to the Audit Committee, replacing Claude
Demby on the committee as of such time.
Ms. Alvord most recently served as the President of the Central Division of
Vulcan Materials Company, the nation's largest producer of construction
aggregates, from 2019 until 2021. Mr. Bless most recently served as Special
Advisor to the Chief Executive Officer and the board of directors of Century
Aluminum Company, a U.S.-based, publicly-held, global producer of primary
aluminum, from July 2021 through March 2022.
Ms. Alvord and Mr. Bless will participate in the Company's standard compensation
program for non-employee directors, as determined by the Board from time to
time. Currently, this program includes a $60,000 annual retainer for service on
the Board and additional annual retainers for service on committees of the
Board, including $7,500 for service on the Compensation and Leadership Committee
and $9,500 for service on the Audit Committee. Each of Ms. Alvord and Mr. Bless
also entered into standard indemnification agreements with the Company, a form
of which was previously filed as Exhibit 99.1 to the Company's Current Report on
Form 8-K, which was filed on August 31, 2021.
There are no transactions involving Ms. Alvord or Mr. Bless and the Company that
require disclosure under Item 404(a) of Regulation S-K. In addition, there are
no arrangements or understandings between Ms. Alvord or Mr. Bless and any other
person pursuant to which they were selected to serve as directors.
On January 4, 2023, the Company issued a press release announcing Ms. Alvord's
and Mr. Bless' appointments to the Board, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated January 4, 2023.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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