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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(b)
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On March 22, 2022, after more than 44 years of dedicated service to Daily Journal Corporation (the “Company”), Gerald L. Salzman retired as the Company’s Chief Executive Officer, President, Chief Financial Officer and Treasurer.
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(c)
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Also on March 22, 2022, the Board of Directors of the Company (the “Board”) elected Steven Myhill-Jones as the Company’s Chairman and Interim Chief Executive Officer. Mr. Myhill-Jones, 46, is a Canada-based technology executive, entrepreneur and investor. He founded web-based geography software company Latitude Geographics in 1999, and served as its Chairman, President and CEO until September 2018. Since then, Mr. Myhill-Jones has been an angel investor, and an advisor and mentor to technology businesses and entrepreneurs in his personal capacity and through his wholly owned company, SMJ Holdings Inc. (“SMJ”). The Company has entered into an Independent Contractor Agreement with SMJ for Mr. Myhill-Jones’ services as Interim Chief Executive Officer, and that agreement is attached hereto as Exhibit 10.2. Mr. Myhill-Jones will serve as the Company’s principal executive officer in his capacity as Interim Chief Executive Officer.
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In addition, on March 22, 2022, the Board elected Tu To as the Company’s Chief Financial Officer. Ms. To, 59, has been the Company’s Vice President since September 2019, its Controller since 1994, and has worked in the Company’s accounting department since 1987. She will serve as the Company’s principal financial officer and principal accounting officer. In fiscal 2021, Ms. To received salary, bonus and incentive compensation payments totaling approximately $334,000, which included a payment pursuant to her “unit” certificates under the Company’s Management Incentive Plan. She is expected to earn approximately the same amounts in fiscal 2022, subject to the Company’s performance in the case of her units.
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(d)
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On March 22, 2022, the Board increased the size of the Board from four to five, and elected Mr. Myhill-Jones to fill the vacancy. As noted above, the Board also elected him Chairman, following Charles T. Munger’s decision to relinquish that title. Mr. Munger intends to remain on the Board and to continue to pay particular attention to matters with which he has been involved in the past, including the Company’s securities portfolio. Mr. Myhill-Jones is not expected to join any Board committees.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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10.2
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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DAILY JOURNAL CORPORATION
/s/ Tu To
By: _____________________________
Tu To
Chief Financial Officer
Dated: March 28, 2022
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Exhibit 10.2
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made as of March 28, 2022, by and between Daily Journal Corporation, a South Carolina corporation having executive offices at 915 East First Street, Los Angeles, California 90012 (the “Company”), and SMJ Holdings Inc. with a principal place of business set forth on Exhibit A hereto (“Service Provider”).
RECITALS
A. The Company and Service Provider desire to enter into this Agreement in order to set forth the terms and conditions under which Service Provider will perform services for the Company.
B. The parties desire to set forth this Agreement in writing.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Provision of Services. During the term of this Agreement, Service Provider hereby agrees to provide services to the Company as its Interim Chief Executive Officer, subject to the direction of the Company’s Board of Directors (the “Board”). Service Provider will devote such hours as are necessary to provide such services, provided that Service Provider shall be entitled to reasonable leaves of absences for illness, injury and vacation.
2. Payment for Services.
(a) In exchange for provision of such services, the Company agrees to pay Service Provider a flat fee of USD$40,833 per month, plus any goods and services taxes that may be applicable in respect of such fee (the “Fee”), provided that if the Term begins on a day that is not the first day of a month or ends on a day that is not the last day of the month, the Fee for such first or last month shall be pro-rated.
(b) The Company shall reimburse Service Provider for the following out-of-pocket expenses directly attributable to work performed under this Agreement: (i) reasonable travel expenses, including airfares and rental vehicles; (ii) reasonable long distance telephone charges; (iii) reasonable postage and courier services; and (iv) other reasonable expenses of the kind customarily incurred by independent contractors, to the extent directly attributable to work performed under this Agreement. In addition, the Company shall reimburse Service Provider for the reasonable costs of vision and dental insurance, supplemental health insurance not covered by Canadian Medicare, and up to a USD$30,000 life insurance policy, not to exceed USD$710 in the aggregate per month.
3. Independent Contractor. In the performance of all services hereunder, it is mutually understood and agreed that Service Provider shall be, and at all times is, acting and performing as an independent contractor in the performance of his professional duties as an independent contractor. Service Provider shall complete the services required hereunder according to his own equipment, and his own means and methods of work, which shall be in his exclusive charge and control. However, Service Provider agrees to perform his work and functions at all times in a strictly professional manner, and subject to any reasonable policies and procedures of the Company or as directed by the Board. Service Provider is authorized to act as the Company’s Interim Chief Executive Officer, and may bind the Company as its agent in such capacity, subject at all times to the direction of the Board. The parties acknowledge and agree that Service Provider is not performing exclusive services to the Company, and that Service Provider may perform services for and on behalf of third parties other than the Company, provided that if the performance of such services creates a material conflict of interest with the performance of Service Provider’s responsibilities and obligations to the Company under this Agreement, Service Provider shall promptly disclose such conflict of interest to the Board. In addition, Service Provider agrees to keep the Board reasonably informed of his services for and on behalf of third parties, regardless of whether a conflict of interest may exist.
4. Term. This Agreement shall be effective when signed by both parties, and, unless the parties otherwise agree, shall terminate 30 days following the date on which the Company notifies Service Provider, in writing, that this Agreement is to be terminated because Service Provider’s services are no longer required or desired. Service Provider will notify the Company, in writing, 30 days prior to his termination of this Agreement.
5. Non-Disclosure Agreement. Concurrently with the execution of this Agreement, Service Provider and the Company have entered into a Non-Disclosure and Creations Agreement, which is attached as Exhibit B, and is hereby incorporated by reference.
6. Enforcement. If Service Provider should directly or indirectly violate the provisions of this Agreement, the Company or its assigns shall have the right to seek a temporary restraining order and an injunction against Service Provider and any other appropriate person, restraining him or such other person from violating any of the provisions of this Agreement. In addition to any injunctive relief that the Company or its assigns may be entitled to recover, the Company or its assigns shall have the right to recover any and all damages of whatever nature or kind resulting from Service Provider’s breach of this Agreement.
7. Indemnification. Service Provider agrees to indemnify, defend and hold the Company harmless from and against any and all losses, claims, liabilities and costs of any kind whatsoever arising from Service Provider’s failure to file returns for and pay any taxes, insurance costs or any other costs which he may owe as a result of the performance of services hereunder, provided that the Company shall be solely responsible for any liabilities, costs, interests or penalties which may be assessed against the Company for its failure to withhold against the amounts collected or paid on Service Provider’s behalf.
8. Fee and Reimbursements Only. Service Provider acknowledges and agrees that the Company shall not have any obligation or liability whatsoever to Service Provider or his successors, assigns or creditors for (i) any remuneration other than the Fee, reimbursement of expenses under Section 2(b) and any other fee awarded in the sole discretion of the compensation committee of the Board, including any salary, wages, annual leave, sick leave, long service leave or superannuation, (ii) any workers’ compensation, accident, disability or life insurance, except as provided in Section 2(b), or (iii) any taxes or levies imposed by any government. SERVICE PROVIDER ACKNOWLEDGES THAT SERVICE PROVIDER IS OBLIGATED TO PAY ALL PERSONAL INCOME TAXES ON ANY MONEYS PAID TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT BECAUSE NO SUCH TAXES ARE BEING WITHHELD BY THE COMPANY.
9. Effect of Invalidity.
(a) If any provision or clause of this Agreement, as applied to any party or to any circumstances, shall be adjudged by a court to be invalid or unenforceable, said adjudication shall in no way affect any other provision of this Agreement, the application of such provisions in any other circumstances, or the validity or enforceability of this Agreement. If any provisions, or any part hereof, is held to be unenforceable because of the duration of such provision or area covered hereby, the parties hereto agree that the court in making such determination shall have the power to reduce the duration and/or area of such provisions, and/or to delete specific words or phrases and in its reduced or reformed form, such provisions shall then be enforceable and shall be enforced.
(b) The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. This is a severable Agreement, and in the event that any part or parts of this Agreement shall be held to be unenforceable to its or their full extent, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.
11. Notices. All notices or other communications given or made hereunder shall be given or made if delivered by hand, registered mail or email, addressed to the party at its address as set forth in the introduction to this Agreement or on Exhibit A, as applicable (or to such other address that either party may designate from time to time in accordance with this Section).
12. Survival. The terms of the Non-Disclosure and Creations Agreement shall survive the termination of this Agreement.
13. Waiver. Any waiver by the Company of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent default.
14. Applicable Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California, and the parties agree to submit to the exclusive jurisdiction of the State courts located in the county of Los Angeles and their appellate courts.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.
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DAILY JOURNAL CORPORATION
By: /s/ Charles T. Munger
Name: Charles T. Munger
Title: Chairman
Date: March 28, 2022
SMJ HOLDINGS INC.
By: /s/ Steven Myhill-Jones
Name: Steven Myhill-Jones
Title: President
Date: March 28, 2022 |
Exhibit 99.1
Daily Journal Corporation Announces New Chairman and CEO
Existing Team Members Promoted to New Leadership Roles
Los Angeles, March 28, 2022 – Daily Journal Corporation is pleased to announce that Steven Myhill-Jones has been selected as the company’s new Chairman and Interim Chief Executive Officer effective today. Mr. Myhill-Jones will succeed Gerald Salzman as CEO. Mr. Salzman is retiring after more than 44 years of dedicated and multi-faceted service to the company. Charles Munger will relinquish the chairman title, but will continue serving as a director, and as such will continue to pay particular attention to matters with which he has been involved in the past, including the company’s securities portfolio.
Mr. Myhill-Jones is a Canada-based technology executive, entrepreneur and investor. He founded and bootstrapped web-based geography software company Latitude Geographics at the age of twenty-three. Latitude (now VertiGIS) grew to a global client base of 1,400 clients—from small municipalities to Fortune 500 companies and the United Nations—before being acquired in 2017. Mr. Myhill-Jones has also been an angel investor, and an advisor and mentor to technology businesses and entrepreneurs.
“We are incredibly fortunate that Steven found his way into our lives. He’s whip smart and full of energy,” said Mr. Munger. “He’s exactly the kind of leader we need at Daily Journal and Journal Technologies to take our business into the future. Steven was part of a team that built a very successful technology company out of nothing, and he ran it for a long period of time, with tenacity, patience and a focus on customer service. And he’s hungry to do more!”
“Jerry has spent more than half his life working at the Daily Journal, and he’s 83 years old. Imagine that! And he did it all. A director, President, CEO and CFO,” said Mr. Munger. “His ability to wear so many hats was a crucial part of what helped our little company grow, evolve and expand. He led the company during an incredibly challenging time for newspapers, while also building out a promising court software business in what is a terribly difficult but dynamic market. It’s impossible to imagine a more capable manager or better teacher, and the shareholders of the company owe Jerry a big debt of gratitude.”
The company is also pleased to announce several promotions of long-serving team members. These promotions reflect the experience, knowledge and continuing contributions of the company’s key players, which is a testament to Mr. Salzman's mentorship. Tu To, the company’s long-time Controller, will become Chief Financial Officer, effective today. Danny Hemnani has been promoted to CEO of Journal Technologies, and Maryjoe Rodriguez is now its President. Joseph Jezerinac and Kaushik Mehta are now the Co-Chief Technology Officers of Journal Technologies. Michelle Stephens has become Executive Vice President-Publications of Daily Journal Corporation. She will also continue as the company’s Secretary. Hoa To has been promoted to Assistant Controller of the company, and David Houston is now Editor-in-Chief of the Daily Journal newspapers.
“I am incredibly excited about this opportunity to learn from and work with the team at the Daily Journal and Journal Technologies,” said Mr. Myhill-Jones. “As Chairman, I look forward to participating in the strategic growth of our businesses, and as Interim Chief Executive Officer, I intend to lead based on principles and integrity, while evaluating the best long-term possibilities for the company. Daily Journal Corporation does important work for courts and the legal community, and I look forward to being part of helping chart our ongoing course to maximize the potential of our reputation, technology and capital.”
In addition, as part of creating additional long-term incentives for the management team while recognizing the dilution to shareholders that such incentives can cause, the company’s Board of Directors has accepted Mr. Munger’s gracious offer to gift to the company $1 million worth of his personal Daily Journal stock for the company to use as the basis for a new equity incentive plan.
“I want for this gift to reflect the confidence I have in the existing team and Steven’s new leadership,” Mr. Munger said. “The courts in the United States and around the world carry out incredibly important work that is crucial to civilization. Our company is proud of the work we do to help those courts and the legal system as a whole be more informed, more efficient and more accessible.”
About Daily Journal Corporation
Daily Journal Corporation publishes newspapers and web sites covering California and Arizona, and produces several specialized information services. Journal Technologies, Inc. is a wholly owned subsidiary and supplies case management software systems and related products to courts and other justice agencies.
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this press release are “forward-looking” statements that involve risks and uncertainties that may cause actual future events or results to differ materially from those described in the forward-looking statements. Words such as “expects,” “intends,” “anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments, or otherwise. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in documents we file with the Securities and Exchange Commission.
Contact:
Tu To - (213) 229 5436
Document And Entity Information |
Mar. 22, 2022 |
|---|---|
| Document Information [Line Items] | |
| Entity, Registrant Name | DAILY JOURNAL CORPORATION |
| Document, Type | 8-K |
| Document, Period End Date | Mar. 22, 2022 |
| Entity, Incorporation, State or Country Code | SC |
| Entity, File Number | 0-14665 |
| Entity, Tax Identification Number | 95-4133299 |
| Entity, Address, Address Line One | 915 E. First Street |
| Entity, Address, City or Town | Los Angeles |
| Entity, Address, State or Province | CA |
| Entity, Address, Postal Zip Code | 90012 |
| City Area Code | 213 |
| Local Phone Number | 229-5300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | DJCO |
| Security Exchange Name | NASDAQ |
| Entity, Emerging Growth Company | false |
| Amendment Flag | false |
| Entity, Central Index Key | 0000783412 |