UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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.
As previously disclosed in the Current Report on Form 8-K filed by Daseke, Inc. (the “Company”) on June 1, 2023 (the “Initial 8-K”), on May 31, 2023, the Company appointed Scott Hoppe as Executive Vice President and Chief Operating Officer of the Company, effective as of June 1, 2023 (the “Effective Date”).
In connection with such appointment, Mr. Hoppe and the Company entered into an employment agreement, dated as of June 23, 2023, effective as of the Effective Date (the “Employment Agreement”). This Current Report on Form 8-K/A is being filed as an amendment to the Initial 8-K to disclose the material terms of the Employment Agreement. Except as set forth herein, the disclosures made in the Initial 8-K remain unchanged.
The Employment Agreement provides that (i) Mr. Hoppe will serve as the Executive Vice President, Chief Operating Officer of the Company and will perform the duties assigned to him by the Board of Directors of the Company, the Chief Executive Officer of the Company or their respective designees; (ii) Mr. Hoppe’s employment will be on an at-will basis and there will be no fixed employment period; (iii) Mr. Hoppe will be entitled to an annualized base salary of $450,000; (iv) Mr. Hoppe will be eligible to earn an annual discretionary bonus with target value of 75% of his base salary; and (v) Mr. Hoppe will be entitled to receive a retention award in the form of a single lump sum cash payment equal to $400,000 (the “Retention Award”), payable on the first regularly scheduled pay date coincident with, or next following, the third anniversary of the Effective Date, subject to Mr. Hoppe’s continued employment through such date; provided, that in the event that (x) the Company sells all or substantially all of its assets to a third party or (y) the Company merges with a third party, wherein it is no longer a publicly traded entity, in each case, the Employment Agreement will remain in effect, however, the Retention Award will be payable within 70 days after the close of such sale or merger.
Under the Employment Agreement, if Mr. Hoppe’s employment is terminated by the Company without Cause or if Mr. Hoppe resigns for Good Reason (each as defined in the Employment Agreement), Mr. Hoppe will be entitled to, subject to his execution and non-revocation of a release of claims against the Company and its affiliates and his continued compliance with restrictive covenants: (i) a severance payment equal to the sum of (a) 18 months of base salary plus (b) a pro rata portion of his target annual bonus for the year in which he is terminated, payable over the 18-month period following such date of termination; and (ii) up to 18 months of Company-subsidized COBRA coverage. If Mr. Hoppe’s employment is terminated due to his death or Disability (as defined in the Employment Agreement), Mr. Hoppe will be entitled to, subject to his execution and non-revocation of a release of claims against the Company and its affiliates and his continued compliance with restrictive covenants, a pro rata portion of his target annual bonus for the year in which he is terminated, payable within 60 days of such date of termination.
The Employment Agreement also entitles Mr. Hoppe to the Company’s customary employee benefits and binds him to restrictive covenants regarding confidentiality, non-competition, non-solicitation, non-disparagement and the Company’s ownership of intellectual property.
The foregoing description of the material terms of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K/A.
Item 9.01 Financial Statements and Exhibits.
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Exhibits |
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10.1 |
Employment Agreement, dated as of June 23, 2023, by and between Daseke, Inc. and Scott Hoppe. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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DASEKE, INC. |
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Date: |
June 26, 2023 |
By: |
/s/ Soumit Roy |
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Soumit Roy, Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary |