Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Roger Bulloch as a Director
On February 15, 2023, Roger Bulloch, a member of the Board of Directors (the
"Board") of QualTek Services Inc., a Delaware corporation (the "Company"),
notified the Company that he was resigning from the Board, effective
immediately. Mr. Bulloch's resignation is not the result of any disagreement
with the Company relating to its operations, policies or practices or with its
Board or management.
Election of Alan J. Carr as a Director
On February 15, 2023, the Board elected Alan J. Carr as an independent director
of the Company, effective immediately, to fill the vacancy created by Mr.
Bulloch's resignation, with a term expiring at our annual meeting of
stockholders in 2024 or until his successor is duly elected and qualified or
until his earlier resignation, removal or death. The Board also appointed Mr.
Carr to serve as the chairman of a special committee of the Board, which has
been established to review and approve strategic and financial initiatives.
Mr. Carr will be compensated pursuant to an independent director agreement,
under which he will be paid a monthly fee of $40,000, and an additional $7,500
per day for every day he devotes more than four hours of time, outside of Board
meetings, for meetings or activities outside the scope of normal Board duties.
Mr. Carr is an experienced fiduciary and investment professional with over 25
years of experience around financially distressed companies. He has vast
experience investing in and leading complex financial restructurings and M&A
transactions as well as serving on boards of directors of distressed and
reorganized businesses around the globe.
The Board determined that Mr. Carr is an independent director within the meaning
of the Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated by the Securities and Exchange Commission thereunder and the listing
standards of the Nasdaq Capital Market. There are no arrangements or
understandings between Mr. Carr and any other person in connection with his
appointment as director of the Company, and there are no transactions or
relationships between Mr. Carr and the Company and its subsidiaries that require
disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
Exhibit Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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