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. |
Resignation of Devin Emery, Chief Strategy Officer.
On November 7, 2022, Devin Emery, the Chief Strategy Officer of CuriosityStream, Inc. (the “Company”), notified the Company of his decision to resign his position to pursue another opportunity. Mr. Emery’s resignation is effective as of the close of business on November 13, 2022.
To assist the Company with its transition, it is anticipated that Mr. Emery will provide consulting services to the Company on an as-needed temporary basis.
Termination of Severance Plan for Executive Officers and Amendment to Severance Pay Plan.
The Company has previously adopted both the CuriosityStream Inc. Severance Pay Plan (“Severance Pay Plan”) to provide for payments upon a termination of employment, which applied to employees who are not “named executive officers” of the Company and who met the eligibility requirements, and the CuriosityStream Inc. Severance Plan for Executive Officers (the “Severance Plan for Executive Officers”) which provided severance benefits to certain named executive officers designated as “Executive Officers” under the Severance Plan for Executive Officers. Of the current named executive officers, only Tia Cudahy and Devin Emery were designated as Executive Officers under the Severance Plan for Executive Officers and Mr. Emery’s resignation from the Company will not entitle him to severance payments. Mr. Stinchcomb is not eligible under either the Severance Pay Plan or the Severance Plan for Executive Officers as a result of his employment agreement with the Company.
On November 7, 2022, the Compensation Committee of the Board of Directors recommended, and on November 8, 2022, the Board of Directors of the Company approved, the termination of the Severance Plan for Executive Officers effective as of November 8, 2022 and the amendment of the Severance Pay Plan to permit named executive officers who otherwise met the eligibility criteria to participate in the Severance Pay Plan. As a result of the termination of the Severance Plan for Executive Officers and the amendment of the Severance Pay Plan, Ms. Cudahy and Mr. Westley have become eligible employees under the Severance Pay Plan.
In addition, the Compensation Committee of the Board of Directors recommended, and the Board of Directors of the Company approved, an amendment (the “Amendment”) to the Severance Pay Plan to exclude the prorated target bonus amounts from the determination of severance payments under the Severance Pay Plan.
Under the Severance Pay Plan, if Ms. Cudahy’s or Mr. Westley’s employment were terminated by the Company under conditions set forth in the Severance Pay Plan, they would be entitled to a severance payment equal to one month of base pay for each year of service, with a minimum of 3 months of base pay and a maximum of 12 months of base pay. Ms. Cudahy currently has 14 years of service with the Company and its subsidiaries and affiliates and Mr. Westley currently has 7 months of service. The severance payments are conditioned on the employee executing a release of claims and the payments are made in installments.
The foregoing description is qualified in its entirety by reference to the terms of the Severance Pay Plan (as amended by the Amendment), 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 Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | CuriosityStream Inc. Severance Pay Plan and Summary Plan Description, dated November 8, 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.
| CURIOSITYSTREAM INC. | ||
| By: | /s/ Tia Cudahy | |
| Name: Tia Cudahy | ||
| Title: Chief Operating Officer and General Counsel | ||
Date: November 9, 2022