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CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2023, FAT Brands Inc. (the “Company”) appointed Kenneth Kuick, age 54, and Robert Rosen, age 56, as Co-Chief Executive Officers (“Co-CEO’s”) of the Company, effective May 5, 2023, to replace Andrew Wiederhorn, who resigned as Chief Executive Officer effective May 5, 2023. In addition to their new roles as Co-CEO’s, Mr. Kuick will continue to serve as Chief Financial Officer of the Company, a position which he has held since May 2021, and Mr. Rosen will continue to serve as Head of Debt Capital Markets for the Company, a position which he has held since April 2021.
In connection with his appointment as Co-CEO, Mr. Kuick will receive an increase in his annual base salary to $550,000 and received a new award of stock options to purchase 50,000 shares of Class A common stock. Mr. Kuick will continue to be eligible for discretionary bonuses with a target annual potential of 50% of base salary, and a severance payment upon a termination without cause equal to six months’ base salary plus a pro-rated bonus amount. He will also continue to vest as usual in his previously awarded equity grants under the Company’s 2017 Omnibus Equity Incentive Plan and continue to participate in the general welfare and benefit plans of the Company.
In connection with his appointment as Co-CEO, Mr. Rosen will continue to receive his annual base salary of $550,000 and received a new award of stock options to purchase 400,000 shares of Class A common stock. Mr. Rosen will continue to be eligible for discretionary bonuses with a target annual potential of 50% of base salary, and a severance payment upon termination without cause equal to one year base salary plus a pro-rated bonus amount. He will also continue to vest as usual in his previously awarded equity grants under the Company’s 2017 Omnibus Equity Incentive Plan and continue to participate in the general welfare and benefit plans of the Company.
Messrs. Kuick and Rosen have no family relationships with any current director, director nominee or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party or an intended party in which either of them has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K, other than in connection with their employment relationship with the Company.
Item 7.01 Regulation FD Disclosure.
On May 1, 2023, the Company issued a press release announcing the appointment of Kenneth Kuick and Robert Rosen as Co-CEO’s, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. The information in the attached press release is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press release of FAT Brands Inc., dated May 1, 2023 | |
| 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 thereunto duly authorized.
Date: May 2, 2023
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||