UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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.
(b) Departure of Director
On December 15, 2023, Salima Popatia (“Ms. Popatia”) resigned as a member of the board of directors (the “Board”), as the chairperson of the Nominating and Corporate Governance Committee of the Board and a member of the Compensation Committee of the Board of MGO Global Inc., a Delaware corporation (the “Company”), with such resignation becoming effective December 15, 2023 (the “Separation Date”). Ms. Popatia did not resign from the Board due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On the Separation Date, the Board approved the acceleration of the vesting date of 6,667 restrictive stock units granted to her by revising the vesting date to December 15, 2023. The Board also approved the payment of a prorated cash payment of $9,800 to Ms. Popatia, to be paid on December 15, 2023 (or as soon as practicable thereafter), in consideration of her services as a Board member, a chairperson of the Nominating and Corporate Governance Committee and a member of the Compensation Committee for the period beginning October 1, 2023 and ending on the Separation Date.
(d) Appointment of Director
On December 18, 2023, the Board elected Jeffrey Lerner as a member of the Board. The Board assessed the independence of Mr. Lerner under the independence standards under Nasdaq rules and has determined that Mr. Lerner is independent. Mr. Lerner will serve as a director until the Company’s 2024 annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal.
In addition, Mr. Lerner was appointed as a chairperson of the Nominating and Corporate Governance Committee, and as a member of the Compensation Committee.
In connection with his appointment, the Company entered into a director agreement with Mr. Lerner filed hereto as Exhibit 10.1 and a Confidentiality Agreement, filed hereto as Exhibit 10.2. Mr. Lerner is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Lerner and any other persons pursuant to which he was selected as a Director. Mr. Lerner will receive an annual retainer of $35,000 paid in equal quarterly amounts as his base compensation for serving as a director of the Board, an annual retainer of $8,000 paid in equal quarterly amounts for serving as a Chairperson of the Nominating and Corporate Governance Committee and an annual retainer of $6,000 paid in equal quarterly amounts for serving as a member of the Compensation Committee. In addition, he was granted 20,000 restricted stock units which shall vest in equal annual installments over three years on the anniversary of the grant date, subject to his continued service as a Director through each applicable vesting date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Director Agreement between MGO Global Inc. and Jeffrey Lerner dated December 18, 2023 | |
| Confidentiality Agreement between MGO Global Inc and Jeffrey Lerner dated December 18, 2023 | |
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| The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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.
Date: December 21, 2023 | MGO Global Inc. |
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| By: | /s/ Maximiliano Ojeda |
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| Name: | Maximiliano Ojeda |
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| Title: | Chief Executive Officer |
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