UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
On January 28, 2022, EzFill Holdings, Inc. (the “Company”) executed a Separation Agreement and Release (the “Separation Agreement”) and a Non-Independent Board Member Letter of Agreement (the “Letter Agreement”) with Ms. Cheryl Hanrehan. See Item 5.02 below for additional information.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported on a Form 8-K that was filed with the Securities and Exchange Commission on January 18, 2022 (the “8-K”), on January 17, 2022, Cheryl Hanrehan resigned as the Company’s Chief Operating Officer. On January 28, 2022 the Company executed a Separation Agreement and Release (the “Separation Agreement”) with Ms. Hanrehan relating to her resignation. Pursuant to the Separation Agreement, Ms. Hanrehan’s last day of employment with the Company was January 28, 2022. The Separation Agreement may be revoked until the seventh day after execution, and thus is not binding upon the parties until February 4, 2022. Upon the eighth day following the execution of the Separation Agreement, the Company shall pay Ms. Hanrehan a separation payment of $118,125 (minus applicable tax withholding and deductions). Additionally, her 2021 equity bonus of 22,321 shares and 125,951 options immediately vested.
As previously reported in the 8-K, Ms. Hanrehan will continue to serve as a member of the Company’s board of directors. In connection with her continued service as a board member, the Company and Ms. Hanrehan entered into a Non-Independent Board Member Letter of Agreement dated January 28, 2022 (the “Letter Agreement”). Pursuant to this Letter Agreement, Ms. Hanrehan will be compensated according to approval by the Company’s Compensation Committee and in accordance with the current board compensation structure, Ms. Hanrehan will be entitled to a director fee of $40,000 prorated for the period as a director in 2022 plus meeting attendance fees. If Ms. Hanrehan is nominated and elected at the upcoming 2022 shareholder meeting she will be entitled to a shares with a value of $60,000, that will vest in 12 months or one day before the following year’s annual meeting, whichever is sooner.
The foregoing description of the terms of the Separation Agreement and Letter Agreement do not purport to be a complete description and are qualified in their entirety by reference to the Separation Agreement and Letter Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Separation Agreement and Release | |
| 10.2 | Non-Independent Board Member Letter of Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 3, 2022
| EZFILL HOLDINGS, INC. | |
| /s/ Arthur Levine | |
| Arthur Levine | |
| Chief Financial Officer |