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 |
On April 6. 2023, Whole Earth Brands, Inc., a Delaware corporation (the “Company”), entered into an offer letter, effective April 6, 2023 (the “Employment Letter”), with Michael Franklin, the Company’s Interim Chief Executive Officer. As previously announced, Mr. Franklin was appointed to the role of Interim Chief Executive Officer effective as of January 1, 2023. The Employment Letter provides that Mr. Franklin’s status as Interim CEO will be reevaluated by the Board of Directors of the Company no later than June 30, 2023. The Employment Letter also provides that, while serving as Interim CEO, Mr. Franklin will continue to serve as a member of the Board of Directors of the Company and that, until such time as Mr. Franklin leaves the position of Interim CEO, the Company will use its reasonable best efforts to cause him to be nominated for re-election to the Board of Directors of the Company at each annual meeting of stockholders of the Company.
Pursuant to the Employment Letter, Mr. Franklin will receive an annual base salary of $50,000. Mr. Franklin will be eligible to participate in the Company’s annual incentive award program commencing January 1, 2024.
Pursuant to the Employment Letter, Mr. Franklin has been granted certain equity units under the Company’s existing 2020 Long Term Incentive Plan (the “LTIP”), as follows: (a) 742,471 restricted stock units (the “RSUs”), which will vest in full on the first anniversary of the grant date; and (b) 742,471 performance-based restricted stock units (the “PSUs”), which will vest in full on the first anniversary of the grant date, subject to the achievement by the Company of certain financial performance conditions established by the Board of Directors of the Company. The vesting of the RSUs and the PSUs shall be subject to Mr. Franklin’s continued employment through the vesting date; provided, however, that in the event of (i) Mr. Franklin’s termination without Cause or for Good Reason or (ii) upon a Change in Control of the Company (as such terms are defined in the Employment Letter) prior to vesting, the RSUs and the PSUs will vest in full at target level of achievement.
Mr. Franklin will also be eligible to receive additional grants under the LTIP in future years, subject to his continued employment with the Company.
Mr. Franklin’s employment with the Company will be “at will” and is therefore terminable by either the Company or Mr. Franklin at any time for any reason on thirty (30) business days notice.
The Employment Letter contains standard non-compete and confidentiality clauses. Mr. Franklin will also be eligible to participate in the employee benefit programs made available to other senior executives of the Company from time to time, subject to the terms of the applicable plan documents and generally applicable Company policies.
The foregoing descriptions of the Employment Letter do not purport to be complete and are qualified in their entirety by reference to the Employment Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Offer Letter, effective as of April 6, 2023, by and between the Company and Michael Franklin | |
| 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.
| Whole Earth Brands, Inc. | ||
| Date: April 12, 2023 | By: | /s/ Ira W. Schlussel |
| Ira W. Schlussel | ||
| Vice-President and Chief Legal Officer | ||