Current Report Filing (8-k)
December 07 2022 - 4:22PM
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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):
December 1, 2022
QUALTEK SERVICES INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-40147 |
83-3584928 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
475 Sentry Parkway E, Suite 200, Blue Bell,
PA 19422
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(484) 804-4585
Not Applicable
(Former name or former
address, if changed since last report.)
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 (see General Instruction A.2.
below):
| |
¨ |
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Class A Common Stock |
|
QTEK |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
QTEKW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company x
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.
Resignation of Directors
On December 1, 2022, Sam Chawla resigned as a
director on the Board of Directors (the “Board”) of QualTek Services Inc., a Delaware corporation (the “Company”)
and as a member of the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, on such
date, effective immediately. On the same date, Sam Totusek resigned as a director on the Board of the Company and as a member of the Nominating
and Corporate Governance Committee, on such date, effective immediately. Neither of Mr. Chawla’s nor Mr. Totusek’s decision
to resign was due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices
(financial or otherwise).
Appointment of Directors
On December 1, 2022, at the recommendation of
the Nominating and Corporate Governance Committee, the Board appointed Cielo Hernandez as a Class II director of the Company, effective
immediately, to fill the vacancy created by Sam Chawla’s resignation, with a term expiring at our annual meeting of stockholders
in 2023 or until her successor is duly elected and qualified or until her earlier resignation, removal or death. The Board also appointed
Ms. Hernandez to serve as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
Ms. Hernandez will receive compensation for her
service as a director consistent with the Company’s independent non-employee director compensation program previously disclosed
in the Company’s definitive proxy statement for its 2022 annual meeting of shareholders, including pro-rated equity compensation.
There is no arrangement or understanding between Ms. Hernandez and any other person pursuant to which she was selected as a director.
Ms. Hernandez 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.
On December 1, 2022, at the recommendation of
the Nominating and Corporate Governance Committee, the Board appointed Bruce Roberson as a Class III director of the Company, effective
immediately, to fill the vacancy created by Sam Totusek’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 earlier resignation, removal or death. The Board also appointed
Mr. Roberson to serve as a member of the Nominating and Corporate Governance Committee. Mr. Roberson is a Partner at Brightstar Capital
Partners (“BCP”), which, with its affiliates, owns a majority of the voting power of the Company’s Common Stock.
As Mr. Roberson is affiliated with BCP, he will not receive any compensation
for his service as a director. There is no arrangement or understanding between Mr. Roberson and any other person pursuant to which he
was selected as a director. Mr. Roberson 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.
On December 1, 2022, the shareholders of the Company voted to elect
John Kritzmacher to serve as a member of the Board of Directors, effective immediately. On December 1, 2022, the Board appointed Mr. Kritzmacher
to serve as the Chairman of the Audit Committee. Mr. Kritzmacher will receive compensation for his service as a director consistent with
the Company’s independent non-employee director compensation program, including pro-rated equity compensation.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 1, 2022, the Company held its Annual
Meeting. A total of 37,023,473 shares of the Company’s Common Stock were present or represented by proxy at the Annual Meeting,
representing approximately eighty-two percent (82%) of the outstanding Common Stock as of October 31, 2022, the record date for the
Annual Meeting.
At the Annual Meeting, three (3) proposals were
submitted for a vote of the Company’s stockholders and the related results are as follows:
Proposal No. 1: The election of nominees,
Andrew Weinberg, Matthew Allard, and John Kritzmacher to the Board of Directors to hold office until the 2025 Annual Meeting of Stockholders
as Class I directors. The stockholders elected the three Class I directors by the following votes:
| Name | |
For | |
Withheld | |
Broker Non-Votes |
| Andrew Weinberg | |
34,463,691 | |
279,271 | |
2,280,511 |
| Matthew Allard | |
34,463,855 | |
279,107 | |
2,280,511 |
| John Kritzmacher | |
34,678,135 | |
64,827 | |
2,280,511 |
Proposal No. 2: The stockholders ratified
RSM US LLP as the Company’s independent registered accounting firm by the following votes:
| Votes For | |
36,980,151 |
| Votes Against | |
20,424 |
| Abstentions | |
22,898 |
Proposal
No. 3: The approval of a non-binding resolution regarding the frequency of future advisory votes on the compensation of the
Company’s named executive officers which could be held every year, every two (2) years or every three (3) years. The stockholders
approved the non-binding advisory resolution regarding the frequency of future votes on executive compensation every three (3) years as
follows:
| 1 Year | |
2,621,022 |
| 2 Years | |
10,980 |
| 3 Years | |
32,086,204 |
| Abstentions | |
24,756 |
| Broker Non-Vote | |
2,280,511 |
Item 7.01. Regulation FD Disclosure.
On December 7, 2022, the Company
issued a press release, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
This information 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, and it shall not 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 filing.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
QUALTEK SERVICES INC. |
| |
|
| |
|
| |
/s/ Christopher S. Hisey |
| |
Name: Christopher S. Hisey |
| |
Title: Chief Executive Officer |
| |
|
| Date: December 7, 2022 |
|
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