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FORM
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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.
As previously disclosed, on May 20, 2022, Mr. Steven Gluckstern resigned as a director of Avalon Acquisition Inc. (the “Company”) and as a member of each committee of the Company’s Board of Directors (the “Board”) on which he served. On June 13, 2022, the Board elected Stuart H. Bohart to fill a vacancy created by Mr. Gluckstern’s resignation from the Board, effective immediately. Mr. Bohart was appointed to each committee of the Board on which Mr. Gluckstern served prior to his resignation.
Mr. Bohart is entitled to receive compensation as described in the section entitled “Executive Officers and Director Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), filed with the U.S. Securities and Exchange Commission on March 30, 2022. In connection with Mr. Bohart’s appointment to the Board, the Company’s sponsor, Avalon Acquisition Holdings LLC (the “Sponsor”) expects to issue membership interests equivalent to 50,000 shares of Class B common stock of the Company to Mr. Bohart’s foundation, Antelope Foundation.
Mr. Bohart has entered into the Company’s standard indemnity agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
There are no arrangements or understandings between Mr. Bohart and any other persons pursuant to which he was selected as a director, except that Mr. Bohart is an advisory board member to the Sponsor, and Mr. Bohart’s foundation, Antelope Foundation, received membership interests of the Sponsor equivalent to 10,000 shares of Class B common stock of the Company in exchange for the services rendered by Mr. Bohart as an advisory board member of the Sponsor. Mr. Bohart is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Indemnity Agreement, dated June 13, 2022, between the Registrant and Stuart H. Bohart. |
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.
| AVALON ACQUISITION INC. | |||
| By: | /s/ S. Craig Cognetti | ||
| Name: | S. Craig Cognetti | ||
| Title: | Chief Executive Officer | ||
| Dated: June 13, 2022 | |||