Current Report Filing (8-k)
March 09 2020 - 10:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 1, 2020
BIOHITECH
GLOBAL, INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-36843
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46-2336496
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(State of Organization)
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(Commission File Number)
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(I.R.S. Employer
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Identification No.)
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80 Red Schoolhouse Road, Suite 101,
Chestnut Ridge, NY 10977
(Address of principal executive offices)
Registrant’s telephone number, including
area code: 845-262-1081
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock,
$0.0001 par value per share
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BHTG
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NASDAQ
Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 1,
2020, BioHiTech, Inc. (the “Company”) appointed Tony Fuller, a member of its Board of Directors, as the Company’s
Chief Administrative Officer.
Tony Fuller,
Age 62, Chief Administrative Officer, Director. Mr. Fuller joined BioHiTech as a Director in February 2017. Prior to joining
the Board, Mr. Fuller spent nearly thirty years as an executive of Wal-Mart Stores, Inc. (“Walmart”) most recently
as Senior Vice President where he served until August 2013. For over 20 years, Mr. Fuller led the teams which provided both property
management and maintenance for Walmart’s global portfolio of properties. During that time, Walmart’s portfolio grew
from under 1,000 stores in 20 states in the United States, to over 10,000 stores in all fifty states, and 23 countries around the
world with capital investment reaching $2 billion per year. Mr. Fuller served as the chairman of the real estate transaction committee
and real estate finance committee. Simultaneously therewith and since 2006, Mr. Fuller has been a member of REAP (Real Estate Associate
Program), an organization opening opportunities for minorities in commercial real estate and from 2006 to 2014, Mr. Fuller served
on its Board. Mr. Fuller has served as a member of the Board of Advisors of Global Healthcare Capital, LLC, a leading healthcare
investor and asset manager for opportunities in the US, Europe, Asia and Australia. Mr. Fuller received his BS in Agricultural
Economics from Arkansas State University and his JD from the University of Arkansas.
The Company and Mr.
Fuller agreed Mr. Fuller would serve as Chief Administrative Officer at an annual salary commencing at $50,000 and increasing to
$150,000 as of July 1, 2020, a grant of $150,000 of restricted stock units annually, to be issued every six (6) months commencing
on the six-month anniversary of Mr. Fullers employment, and be eligible for a performance bonus up to 75% of base annual salary.
Mr. Fuller will also receive customary benefits including health, life and disability insurance benefits, and vacation days.
In connection with
Mr. Fuller’s appointment as Chief Administrative Officer, while he continues as a director of the Company, he will no longer
be considered an independent director and will no longer be a member of the Audit Committee or the Chairman of the Nominating and
Governance Committee. The audit committee continues to have two independent directors, including its Chairman Robert A. Graham,
who is qualified as a Financial Expert. The Nominating and Governance Committee continues to have three independent directors,
with Robert Chambers assuming the position of chairman of the committee.
On March 5, 2020, the
Company issued a press release announcing the appointment of Tony Fuller as Chief Administrative Officer. A copy of the press release
is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 9, 2020
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BIOHITECH GLOBAL, INC.
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By:
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/s/ Brian C. Essman
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Name:
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Brian C. Essman
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Title:
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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