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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
On July 28, 2023, the Compensation Committee of the Board of Directors of Rubicon Technologies, Inc., a Delaware corporation (the “Company”) completed its determination of the annual bonus amounts payable, if any, to the Company’s employees for fiscal year ending December 31, 2022.
These bonus amounts were not included in the Summary Compensation Table (the “Summary Compensation Table”) in the Company’s Definitive Proxy Statement for its 2023 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”), because the amounts earned were not determinable at the time the Proxy Statement was filed. In accordance with Item 5.02(f)(1) of Form 8-K, this Form 8-K is being filed to update the “Bonus” and “Total” columns of the Summary Compensation Table in the Proxy Statement to reflect the July 28, 2023 payment of $50,250 in 2022 annual bonus compensation to the Company’s Chief Executive Officer, Phil Rodoni. For Mr. Rodoni, the “Bonus” and “Total” columns for 2022 are each increased by $50,250 to reflect $1,797,735 in bonus compensation and $5,518,354 in total compensation, respectively. No other named executive officer received a 2022 annual bonus payment.
1
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.
| Rubicon Technologies, Inc. | |||
| By: | /s/ Philip Rodoni | ||
| Name: | Philip Rodoni | ||
| Title: | Chief Executive Officer | ||
Date: August 3, 2023
2