8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2022 (February 28, 2022)

_______________________________________________

 

Vintage Wine Estates, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________

Nevada	001-40016	87-1005902
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

937 Tahoe Boulevard, Suite 210

Incline Village, Nevada 89451

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (877) 289-9463

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value per share	VWE	The Nasdaq Stock Market LLC
Warrants to purchase common stock	VWEWW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Chief Financial Officer

On March 2, 2022, Vintage Wine Estates, Inc. (the “Company”) announced that the Company had appointed Kristina Johnston, age 44, as Chief Financial Officer of the Company, effective March 7, 2022.

Prior to joining the Company, Ms. Johnston was with Constellation Brands, Inc., a producer and marketer of beer, wine and spirits, for approximately 17 years, where she held a number of progressively challenging roles in finance and accounting, including her most recent position as Vice President – Finance Lead. Earlier in her career, she was with the accounting firms of Arthur Andersen and PricewaterhouseCoopers, where she served as auditor-in-charge of client accounts. Ms. Johnston earned her B.A. in Accounting and her M.B.A. from St. Bonaventure University.

As Chief Financial Officer of the Company, Ms. Johnston will receive a signing bonus of $30,000, an annual base salary of $320,000 and will be eligible to earn an annual bonus of up to 30% of her base salary. In connection with her appointment, Ms. Johnston will also receive a grant of 329,038 restricted stock units and a grant of stock options to purchase 658,076 shares of the Company’s common stock, in each case to vest in four equal annual installments beginning on the first anniversary of the grant date. In the event of Ms. Johnston’s termination of employment with the Company (other than for cause), she will be entitled to receive severance in the form of continuation of her then-current base salary for a period of two years following the termination date.

Appointment of Executive Vice President of Acquisition Integrations

In connection with the appointment of Ms. Johnston, Katherine DeVillers, the Company’s current Chief Financial Officer, was appointed as the Company’s Executive Vice President of Acquisition Integrations, also effective March 7, 2022.

Departure of Chief Operating Officer

On February 28, 2022, Russell G. Joy, Chief Operating Officer of the Company, departed from the Company to pursue other interests. In connection with his departure, the Company and Mr. Joy entered into a Separation Agreement and General Release (the “Separation Agreement”).

Pursuant to the Separation Agreement, Mr. Joy will (i) receive six months’ salary in the aggregate amount of $160,000 and (ii) forfeit 329,038 unvested restricted stock units and 658,076 unvested stock options. The Separation Agreement also provides for a general release by Mr. Joy of all claims against the Company.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Press Release

On March 2, 2022, the Company issued a press release announcing the foregoing management changes, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

99.1	Press release dated March 2, 2022
10.1	Separation Agreement and General Release dated February 28, 2022, between the Company and Russell Joy
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.

		Vintage Wine Estates, Inc.
		(Registrant)
Date:	March 4, 2022	/s/ Patrick Roney
		Patrick Roney
		Chief Executive Officer

EX-10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

1. PARTIES. This Separation Agreement and General Release (hereinafter “Agreement”) is made and entered into between RUSSELL JOY (hereinafter “EMPLOYEE”) and VINTAGE WINE ESTATES INC. (hereinafter “EMPLOYER” or “the Company”).

2. RECITALS. This Agreement is made with reference to the following facts:

2.1 EMPLOYEE has been employed with EMPLOYER as an at-will EMPLOYEE since on or about October 18, 2021, in the position of CHIEF OPERATING OFFICER (COO).

2.2 EMPLOYEE’s employment will end effective February 28, 2022 by mutual agreement of EMPLOYEE & EMPLOYER.

2.3 EMPLOYEE acknowledges, understands and agrees that (a) on or before EMPLOYEE’s last day of employment, EMPLOYEE has received all accrued wages, vacation pay, commissions, overtime pay, comp time pay, expense reimbursement, and any and all other monies due and owing to EMPLOYEE by EMPLOYER; and (b) EMPLOYEE is not eligible for a FY22 bonus payment, whether pro-rated or otherwise.

2.4 EMPLOYEE and EMPLOYER desire to settle fully and finally all differences between them, including, but in no way limited to, any differences that might arise out of EMPLOYEE’S employment with EMPLOYER or the events leading to and/or resulting in her separation from employment.

3. PAYMENT. If EMPLOYEE agrees to the terms set forth herein, and provides EMPLOYER with a fully executed copy of this Agreement by no later than March 21, 2022, and does not revoke their signature within 7 days thereafter,EMPLOYER will pay EMPLOYEE six (6) months’ base pay, totaling $160,000. The severance amount will be paid through bi-weekly checks in the gross amount of $12,307.70, less all applicable deductions.

3.1 EMPLOYER agrees to continue Employee’S health insurance through February 28, 2022, at which time EMPLOYEE will be responsible for providing their own medical coverage through COBRA or otherwise. EMPLOYER’S health insurance provider will contact EMPLOYEE with information regarding continued coverage. If EMPLOYEE elects COBRA, EMPLOYER agrees to EMPLOYEE monthly premium for six (6) months as follows:

a.Medical monthly: $240.83

Dental monthly: $43.62

Vision Monthly: $0 (employer-provided at 100%)

3.2 EMPLOYER agrees not to contest EMPLOYEE’S right to collect unemployment benefits from EDD.

4. GENERAL RELEASE – COVENANT NOT TO SUE. In partial consideration of the payment set forth in Paragraph 3, above, and for other good and valuable consideration, the receipt of which is acknowledged, EMPLOYEE promises, agrees and generally releases as follows:

4.1 Except as to such rights or claims as may be created by this Agreement, and those claims that cannot be released as a matter of law, EMPLOYEE hereby releases and forever discharges EMPLOYER, its affiliated entities, officers, directors, shareholders, members, agents and employees and each of them individually (collectively “Released Parties”), to the greatest extent allowed by law, from any and all claims, demands, and cause or causes of action arising out of, connected with, or incidental to EMPLOYEE’S employment, compensation, benefits, and/or separation from EMPLOYER, including, but not limited to, any and all claims based on contract, tort, common law, statute, and/or federal, state or local wage and hour laws, or anti-discrimination and other employment laws and regulations, such as Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the National Labor Relations Act (“NLRA”), the Employee Retirement Income Security Act (“ERISA”), the

Family and Medical Leave Act (“FMLA”), the California Family Rights Act (“CFRA”), the California Fair Employment and Housing Act (“FEHA”), applicable Labor Code provisions including but not limited to the Private Attorneys’ General Act (“PAGA”) as found in Labor Code sections 2698-2699.5, all as amended, and all similar laws.

4.2 EMPLOYEE specifically waives the benefit of the provisions of California Civil Code section 1542 as to the Released Parties as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

5. Confidential Information/Trade Secrets. Employee, in performing their duties for EMPLOYER has had access to and become acquainted with information concerning EMPLOYER, its customers, wine club members, accounts, financials, sales, services, operations, marketing, pricing, member lists, proprietary and other information (whether or not in tangible form) that belongs to EMPLOYER. All such information is considered confidential and constitutes the trade secrets of EMPLOYER.

5.1 Employee agrees they will not misuse, misappropriate, publish, discuss or otherwise disclose any such confidential information or trade secrets, directly or indirectly, to any other person or entity, or use them in any way after separation of employment with EMPLOYER. The unauthorized use or disclosure of any of EMPLOYER’S confidential information, customer/member lists and/or trade secrets shall constitute unfair competition unless otherwise permitted by law.

5.2 EMPLOYEE further agrees that they will not use EMPLOYER’S confidential information to either directly or indirectly: (i) call on, solicit, or take away any of EMPLOYER’S customers or accounts either for herself or for any other person or entity; or (ii) solicit or take away or attempt to solicit or take away any of EMPLOYER’S employees or consultants either for herself or for any other person or entity.

5.3 Contemporaneously with signing this Agreement, EMPLOYEE shall return all of EMPLOYER’S property in their possession, custody or control, including but not limited to the originals and all copies of all documents, files, reports, forms, or other records, whether on paper or in computer files, as well as any keys, credit cards, phones, computers, or other items of personal property belonging to the Company. EMPLOYEE’S execution of this Agreement shall constitute an express representation that they have caused such property to be returned to EMPLOYER.

6. COOPERATION & NON-DISPARAGEMENT.

6.1 EMPLOYEE further agrees that they will not communicate to any person (whether individual, firm, organization, governmental agency, or other entity) any facts or opinions that might tend to disparage, degrade or harm the reputation of the Released Parties unless otherwise permitted by law. This includes making unflattering remarks about any of the Released Parties on the Internet or social media. Similarly, EMPLOYEE will not communicate the terms of this Agreement to anyone other than their accountant, spouse, or legal advisor.

6.2 Any violation by Employee of any of the provisions of this Agreement would result in irreparable injury to EMPLOYER, and EMPLOYER shall be entitled to seek injunctive relief to prevent or terminate such violation, in addition to any other rights and remedies which may be available to EMPLOYER at law or in equity.

7. REVIEW PERIOD. In accordance with the Age Discrimination in Employment Act, and the Older Workers Benefit Protection Act of 1990, EMPLOYEE represents and acknowledges that they have been made aware of the following:

7.1 EMPLOYEE has been advised to consult with an attorney prior to signing this Agreement and EMPLOYEE represents that they have fully discussed all aspects of this Agreement with an attorney or had the opportunity to do so.

7.2 EMPLOYEE acknowledges that they had a period of twenty-one (21) days from the date of receipt of this Agreement in which to consider the terms of the Agreement. EMPLOYEE may take the entire time or any portion thereof to consider it at their sole discretion. Once EMPLOYEE chooses to execute this Agreement, the 21 day consideration period expires.

7.3 EMPLOYEE may then revoke this waiver and release at any time during the first seven (7) days following execution of this Agreement. The waiver and release shall not be effective or enforceable until the seven-day period has expired. Any revocation of the waiver and release within this period must be submitted in writing to Holly Hawkins, Vice President, Human Resources for the Company, and state, “I hereby revoke my acceptance of the Confidential Separation Agreement and General Release.” The revocation must be emailed delivered to Mrs. Hawkins at hhawkins@vintagewineestates.com. This Agreement shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the State of California, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday.

8. REPRESENTATIONS AND WARRANTIES. Each of the parties to this Agreement represents, warrants, and agrees as follows:

8.1 EMPLOYEE acknowledges and agrees that they do not claim, nor has suffered, any violation of rights under the Labor Code by EMPLOYER which would make the EMPLOYEE an “Aggrieved Employee” as defined in Labor Code section 2699(c).

8.2 EMPLOYEE represents that they do not have any workplace injuries that have not yet been reported to EMPLOYER’S workers’ compensation insurance carrier. EMPLOYEE further represents that neither they, nor any non-governmental person, organization or other entity acting on their behalf, has in the past or will in the future file any lawsuit asserting any claim that is waived under paragraph 4. EMPLOYEE gives up the right to individual damages in connection with any administrative or court proceeding with respect to their employment with and/or termination of employment from the Company and if they are awarded money damages, hereby assigns to EMPLOYER their right and interest to such money damages unless otherwise provided in this Agreement. Notwithstanding the foregoing, this paragraph does not limit EMPLOYEE’S right to file an action to enforce this Agreement or to challenge the validity of this Agreement in a legal proceeding under the Older Workers Benefit Protection Act, 29 U.S.C. 626 section (f) with respect to claims under the Age Discrimination in Employment Act.

8.3 EMPLOYEE understands that nothing contained in this Agreement limits EMPLOYEE’S ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commissions (“Government Agencies”). EMPLOYEE further understands that this Agreement does not limit EMPLOYEE’S ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Nothing in this Agreement prevents EMPLOYEE from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that EMPLOYEE has a reason to believe is unlawful. This Agreement does not limit EMPLOYEE’S right to receive an award for information provided to any Government Agencies.

8.4 Each party has received, or has had the opportunity to receive, independent legal advice from legal counsel, with respect to the advisability of making the settlement provided for herein, with respect to the advisability of executing this Agreement, and with respect to the meaning of California Civil Code section 1542. In addition, each party or responsible agent thereof has read this Agreement and understands the contents hereof.

8.5 No party (nor any partner, agent, EMPLOYEE, representative, or attorney for any party) has made any statement or representation to any other party regarding any fact relied upon in entering into this Agreement, and each party does not rely upon any statement, representation or promise of any other party (or of

any officer, agent, EMPLOYEE, representative, or attorney for the other party), in executing this Agreement, or in making the settlement provided for herein, except as expressly stated in this Agreement.

9. COSTS AND ATTORNEY’S FEES. Each party shall bear their/ its own attorney’s fees and costs incurred through the date of this Agreement. In any legal action or proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover all of it costs and expenses (including, but not limited to, reasonable attorney fees, court costs, witness and expert witness fees and expenses, fees relating to alternative dispute resolution and others) incurred in connection with or with respect to the action or proceeding. The parties agree that the reasonableness of the attorney fees and expert witness fees will be determined by the court, after the verdict is rendered.

10. MISCELLANEOUS.

10.1 This Agreement shall be deemed to have been executed and delivered within the County of Sonoma, State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California.

10.2 This Agreement consists of 6 pages and is the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with the exception of the confidentiality provisions of the Employee Handbook and/or Confidentiality Agreement between the parties which remain in full force and effect. This Agreement may be amended only by an agreement in writing, signed by both parties.

10.3 This Agreement may be executed via DocuSign or other electronic means, and also in any number of counterparts, and each such counterpart shall be deemed to be an original instrument. All such counterparts together shall constitute one and the same Agreement.

10.4 This Agreement is binding upon and shall inure to the benefit of the parties hereto, their respective partners, agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, and successors in interest.

10.5 This Agreement shall not be construed as an admission of any wrongdoing or liability by EMPLOYER, or any other parties released under this Agreement, the same being expressly denied.

10.6 Each term of this Agreement is contractual and not merely a recital. In the event any term of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable.

I understand I am giving up important legal rights and voluntarily agree to this Release in exchange for payments which I would otherwise not be entitled.

Executed at Sonoma County, California, this 2nd day of March 2022.

/s/ Russell Joy

Russell Joy

Executed at Sonoma County, California, this 28th day of February 2022.

Vintage Wine Estates, Inc.

/s/ Patrick Roney

Patrick Roney

Chief Executive Officer

EX-99.1

Exhibit 99.1

  News Release

_______________________________________________________________________________________________________________________

937 Tahoe Boulevard, Suite 210 | Incline Village, NV 89541

For Immediate Release

Vintage Wine Estates Expands and Reorganizes
Management Team to Support Growth

•Katherine DeVillers named Executive Vice President of Acquisition Integrations

•Kristina L. Johnston appointed Chief Financial Officer

•Creates new roles in operations to support greater scale and drive efficiencies

INCLINE VILLAGE, NV, March 2, 2022 – Vintage Wine Estates, Inc. (Nasdaq: VWE and VWEWW) (“VWE” or the “Company”), one of the fastest-growing wine producers in the U.S. with an industry leading direct-to-customer platform, today announced several changes in its management as it restructures the team to support growth.

Katherine DeVillers, currently Chief Financial Officer, has been named Executive Vice President of Acquisition Integrations, and Kristina Johnston joins VWE as Chief Financial Officer effective March 7, 2022.

Pat Roney, Chief Executive Officer, commented, “As VWE’s CFO for the last three and a half years, Kathy has led the execution of our finance and accounting strategies through rapid growth while also managing the many challenges associated with becoming a public company. She has significant experience in our industry and has demonstrated her depth of knowledge in the operations of the business. Her talent and experience are fitting for this new role to ensure we are capturing the significant synergies available through our acquisition strategy.”

Before joining VWE, Ms. Johnston had approximately 17 years’ experience at Constellation Brands, Inc., where she held a variety of progressively challenging roles in finance and accounting including her most recent position as Vice President – Finance Lead. Earlier in her career she was with Arthur Anderson and PricewaterhouseCoopers where she gained proficiency as auditor-in-charge of client accounts. Ms. Johnston is a graduate of St. Bonaventure University where she earned her B.A. in accounting as well as her M.B.A.

Mr. Roney said, “We are pleased to welcome Kris to VWE. We are investing in talent, building up our bench strength and creating an organization to support our planned growth. We believe Kris’ breadth of experience with public company reporting requirements, finance processes, budgeting and forecasting as well as her leadership experience will enhance our accounting and finance team. We believe the advancement of our leadership team enables our ability to continue our strong growth, drive margin expansion and build shareholder value.”

The Company also announced that Zach Long has been promoted to Senior Vice President of Winemaking and Production. Mr. Long, who has over 20 years of experience in the production of wine, officially joined VWE through the Kunde acquisition where he was Director of Winemaking for the past eleven years. Previously, Mr. Long was Winemaker at Girard Winery. In addition to his wealth of Industry insight gained over the years working closely with VWE affiliated wineries, growers and vendors, Mr. Long holds degrees in viticulture and enology from the University of California Davis (UC Davis) and a certification in viticulture from the University of Purpan in Toulouse, France.

“Mr. Long has been an integral part of VWE’s success over the past 16 years. His promotion is a natural progression for the proven leader. Mr. Long will continue to focus on sustaining quality and enhancing synergies within VWE’s production capabilities,” noted Mr. Roney.

In addition, VWE has appointed Courtney Prose as Vice President of Supply Chain, a newly created position. Ms. Prose brings significant operational experience with over 20 years in progressively challenging roles at various wineries. She joins the Company from Francis Coppola Winery where she spent the last eleven years, most recently as the Executive Vice President of Production. Previous to that role, she was the Vice President Finance-Operations. Ms. Prose’s other operations finance roles were at Ascentia Wine Estates, Beam Wine Estates, Allied Domecq and Constellation Wines US.

Jessica Kogan, who as CMO/Chief Digital Officer led VWE’s digital transformation and significant growth of direct-to-consumer and ecommerce, including the digital shelf, for the past five years, moves to the outside position of Digital Strategy Advisor. This gives her the ability to pursue projects beyond the beverage alcohol space while continuing to innovate digital strategy for VWE.

As part of the restructuring of the management team, Russell Joy will be leaving his position as Chief Operating Officer to pursue other interests.

“It is exciting to watch our leadership team advance from within as well as to bring in new talent with significant experience to enhance our capabilities. Zach and Courtney both have strong management, organizational and problem-solving skills that will be very valuable as we bring more volume through our operations,” Mr. Roney commented.

He added, “We also want to thank Russ for his contributions and wish him the very best in his future endeavors.”

About Vintage Wine Estates, Inc.
Vintage Wine Estates is a family of wineries and wines whose mission is to produce the finest quality wines and provide incredible customer experiences with wineries throughout Napa, Sonoma, California’s Central Coast, Oregon and Washington state. Since its founding 20 years ago, the Company has grown to be the 15th largest wine producer in the U.S. selling more than two million nine-liter equivalent cases annually. To consistently drive growth, the Company curates, creates, stewards and markets its many brands and services to customers and end consumers via a balanced omni-channel strategy encompassing direct-to-consumer, wholesale and exclusive brand arrangements with national retailers. While VWE is diverse across price points and varietals with over 50 brands ranging from $10 to $150 at retail, its primary focus is on the fastest growing premium segment of the wine industry with the majority of brands selling in the $10 to $20 price range. The Company regularly posts updates and additional information at www.vintagewineestates.com.

Forward-Looking Statements
Certain statements contained in this press release are “forward-looking statements” within the meaning of applicable U.S. and Canadian securities laws. Forward-looking statements are all statements other than those of historical fact, and generally may be identified by the use of words such as “believe,” “estimate,” “project,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, the ability of the Company to capture synergies, and achieve planned growth and margin expansion. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of VWE. Actual events and circumstances may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include those discussed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021 and other reports filed from time to time with the SEC. We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as may be required by law.

Contacts:

Investors
Deborah K. Pawlowski, Kei Advisors LLCdpawlowski@keiadvisors.com
Phone: 716.843.3908 Media
Mary Ann Vangrin
MVangrin@vintagewineestates.com

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Entity Registrant Name	Vintage Wine Estates, Inc.
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