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Item 2.02 |
Results of Operations and Financial
Condition.
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On January 15, 2020, Schmitt Industries, Inc. issued a press
release entitled “Schmitt Announces Second Quarter 2020 Operating
Results and CFO Appointment.” A copy of the press release is
furnished as Exhibit 99.1 to this report.
The information contained in this Current Report shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Exchange Act or
the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
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Item 5.02 |
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(c) Schmitt Industries, Inc. (“Registrant” or the “Company”) has
appointed Jamie Schmidt as Chief Financial Officer of the Company,
effective as of January 14, 2020.
A copy of the press release that includes the announcement of the
above is furnished as Exhibit 99.1 to this report.
Mr. Schmidt, age 30, most recently served as Schmitt’s Controller
from October 2019 through January 2020. Prior to his role as
Controller he served as Schmitt’s Business Development and
Financial Analyst since February 2019, where he was vital in the
SBS/Tosei diligence process and the successful sale of the business
unit. Prior to Schmitt Mr. Schmidt was an analyst at Sententia
Capital Management (“Sententia”) from 2016-2019. Prior to joining
Sententia, Mr. Schmidt was an analyst in the Mergers &
Acquisitions Department at Craig-Hallum Capital Group, where he
closed sell-side engagements in the lower middle market. Mr.
Schmidt has a B.S. from Florida State University magna cum laude
and attended Columbia Business School, MBA, Value Investing
Program.
During the last two years, there have been no transactions or
proposed transactions by the Company in which Mr. Schmidt has had
or is to have a direct or indirect material interest, and there are
no family relationships between Mr. Schmidt and any of the
Company’s other executive officers or directors. As disclosed in
the Company’s public filings, the Company entered into a consulting
agreement with Sententia, where Sententia has agreed to provide
executive management services to the Company, which shall be
performed by Mr. Zapata in his role as CEO. As contemplated by the
terms of the agreement, the Company will pay to Sententia
compensation in the amount of $14,000 per month for the term of the
agreement, which is defined as July 30, 2019 through July 31, 2020
unless extended or earlier terminated.
(d) On January 14, 2020, the Registrant entered into an
executive employment agreement with Mr. Schmidt.
Pursuant to the terms of the agreement, Mr. Schmidt is
entitled to receive (i) an annualized salary of $164,000, (ii)
a signing bonus of 7,777 fully vested shares of restricted common
stock, (iii) a total of 18,000 market-based restricted stock
units to vest at set target prices, and (iv) upon achieving
certain performance-based objectives determined by the CEO and
Compensation Committee, an RSU bonus up to an amount equivalent to
$82,000 and other discretionary bonuses as determined by the CEO
and Compensation Committee and approved by the Board of
Directors.
The 18,000 market-based restricted stock units shall vest in
accordance with the schedule set forth below.
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Number of RSU’s Vested
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Target Price |
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3,000
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$ |
4.00 |
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3,000
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$ |
4.20 |
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3,000
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$ |
4.40 |
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3,000
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$ |
4.60 |
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3,000
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$ |
4.80 |
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3,000
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$ |
5.00 |
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The foregoing description of the employment agreement does not
purport to be complete and is qualified in its entirety by
reference to the executive employment agreement attached hereto as
Exhibit 10.1 and incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
