Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Appointment
On June 17, 2021, Spark Networks SE (the "Company") has announced the
appointment of David Clark as the Company's Chief Financial Officer, effective
August 10, 2021. Mr. Clark will serve as the Company's principal financial
officer and principal accounting officer.
Mr. Clark currently serves as a Chief Financial Officer for Synchronoss
Technologies, Inc. Prior to joining Synchronoss, Mr. Clark has served as Chief
Financial Officer of The Meet Group from April 2013 until November 2017. Prior
to that, Mr. Clark served as Executive Vice President, Chief Financial Officer
and Treasurer of Nutrisystem, Inc., and held several other senior leadership
positions at Nutrisystem, Inc. from 2007 to 2013. Mr. Clark was Chief Financial
Officer of SunCom Wireless Holdings from its founding in 1997 through 2006 and
held the additional positions of Executive Vice President from 2000 through
February 2006 and Senior Vice President from 1997 through 2000. During this
time, he also served as Chief Financial Officer of Triton Cellular Partners,
L.P., an entity related to SunCom Wireless Holdings, from 1997 to 2000.
In connection with Mr. Clark's appointment, the Company entered into an
employment agreement with Mr. Clark on June 16, 2021. Under the terms of the
Offer Letter, Mr. Clark will receive an annual base salary of $400,000 and
eligible to receive an annual bonus with a target amount of not less than fifty
percent (50%) of his annual base salary for the calendar year 2021 and
subsequent calendar years based on the achievement of individual and Company
performance goals for such years.
There is no arrangement or understanding between Mr. Clark and any other person
pursuant to which he was selected as an officer of the Company, and there are no
family relationships between Mr. Clark and any of the Company's directors or
executive officers. There are no transactions to which the Company is a party
and in which Mr. Clark has a direct or indirect material interest that would be
required to be disclosed under Item 404(a) of Regulation S-K.
The foregoing description of the employment agreement is qualified in its
entirety by reference to the full text of the employment agreement, a copy of
which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.
Amendment of Employment Agreement for Chief Operating Officer and Chief Legal
On June 15, 2021, the Company and Gitte Bendzulla, Chief Operating Officer and
Chief Legal Officer, entered into an amended and restated employment agreement
(the "Agreement"), which superseded and replaced Ms. Bendzulla's existing
employment agreement with the Company. Under the Agreement, in addition to the
fixed gross annual salary, Ms. Bendzulla is eligible to receive an annual bonus
with a target amount of 30% of her then current fixed gross annual salary. The
relevant goals shall be established annually by the Company's Administrative
Board after consultation with Ms. Bendzulla. The final amount of the bonus shall
be determined annually by the Administrative Board based on achievement of the
established goals at the same time as the annual financial statements of the
Company are approved by the Company's auditors. The annual bonus, if any, shall
be due and payable at the end of the month following such approval of the
Company's annual financial statements.
In the event the Company terminates the Agreement, Ms. Bendzulla shall be
entitled to receive a severance in the amount of six months of her base salary,
plus a prorata portion of her annual bonus for such year assuming achievement at
the 100% level. Any such severance payment shall be due and payable together
with Ms. Bendzulla's last regular salary payment. Any vesting of VSOP or stock
options granted to Ms. Bendzulla due to occur within three months after the
effective date of the termination of the Agreement by the Company shall continue
to vest.
Upon termination of employment, the Agreement provides that Ms. Bendzulla may
not compete with Spark Networks for one year provided that Spark Network pays
Ms. Bendzulla during such period an amount equal to 50% of her total
remuneration most recently received by her. The Company shall be entitled to
waive this non-compete covenant by written declaration at any time, including
after the service relationship, with the effect that Ms. Bendzulla is released
of the obligations immediately, and the Company shall be free of the obligation
to pay compensation with immediate effect starting from the date of declaration.
The foregoing description of the Agreement is not complete and is qualified in
its entirety by reference to the full text of the Agreement, a copy of which is
attached hereto as Exhibit 10.2 to this Current Report on Form 8-K.
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Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release is furnished hereto as Exhibit 99.1 to
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed as part of this Current Report on Form 8-K:
Exhibit No. Description
10 .1 Employment Agree ment dated June 16 , 2021
10.2 Amended and Restated Employment Agreement dated June
1 5 , 2021
99. 1 Press Release dated June 1 7 , 202 1
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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