UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
On December 6, 2021, PetIQ, Inc. (the “Company”) appointed Zvi Glasman as Chief Financial Officer (“CFO”) of the Company, effective January 3, 2022 (the “Effective Date”). John Newland, the Company’s former CFO, will remain with the Company as an executive advisor through March 31, 2022 or, if later, the date on which the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2021 is signed, and will then leave the Company as part of the Company’s previously announced transition plan.
Prior to joining the Company, Mr. Glasman held various private and public company CFO positions with his longest tenure at Fox Factory Holdings Corp. (“Fox”), a designer, manufacturer and marketer of high-performance products and systems used primarily on bikes, side-by-side vehicles, ATVs, snowmobiles, motorcycles, automotive, and other off-road and on-road recreational vehicles with international operations. During his twelve year tenure as CFO of Fox, Mr. Glasman was an integral member of the executive team having successfully helped transition the business from a privately-held to a publicly-traded company, executing and integrating five strategic M&A transactions, and consistently aligning the organization to deliver on its stated financial objectives for 25 quarters driving both sales growth and margin expansion. Additionally, Mr. Glasman was CFO of Faraday Future Intelligent Electric Inc., an electric vehicle company, where he successfully contributed to its SPAC merger and public company debut with proceeds of approximately $1.0 billion.
In connection with his appointment to the role of CFO of the Company, on December 6, 2021, the Company entered into an Employment and Non-Competition Agreement with Mr. Glasman (the “Employment Agreement”), which provides for an annual base salary of $525,000 and a term of 12 months, which term will automatically extend for a 12-month period absent notice of termination, and a target bonus equal to 100% of his base annual salary. On December 6, 2021, Mr. Glasman was also granted equity awards consisting of (i) $400,000 of non-qualified stock options and (ii) $800,000 of restricted stock units, vesting on each of the first four anniversaries of the Effective Date. The equity awards were issued pursuant to the Company’s 2017 Omnibus Incentive Plan and the respective award agreements. In the event Mr. Glasman’s employment is terminated by the Company “Without Cause” or Mr. Glasman resigns from the Company for “Good Reason” (each as defined in the Employment Agreement), he will be entitled to receive an amount equal to his then-current annual base salary for a period of 12 months.
The Employment Agreement contains certain restrictive covenants relating to non-competition and non-solicitation of employees, independent contractors, clients, customers or suppliers while employed by the Company and for a period of 12 months following the termination of his employment for any reason.
The foregoing description of the Employment Agreement is a summary only and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On January 5, 2022, the Company issued a press release announcing Mr. Glasman’s appointment as CFO of the Company, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the 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 Securities Act of 1933, as, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Employment and Non-Competition Agreement, dated December 6, 2021, between PetIQ, Inc. and Zvi Glasman | |
| 99.1 | Press Release, dated January 5, 2022 | |
| 104 | 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.
| PETIQ, INC. | ||||||||
| Dated: January 5, 2022 | By | /s/ R. Michael Herrman | ||||||
| Name: | R. Michael Herrman | |||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||