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
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
(e) Equity Grants to Executive Officers
Effective January 3, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of BurgerFi, International, Inc. (the “Company”) approved grants under the Company’s 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), to each of Ophir Sternberg, the Company’s Executive Chairman, and Michael Rabinovitch, the Company’s Chief Financial Officer, pursuant to the terms of their respective grant agreements, as follows: Mr. Sternberg was granted 722,000 unrestricted shares of common stock of the Company pursuant to a grant agreement, which is attached as Exhibit 10.1 hereto and is incorporated by reference, and Mr. Rabinovitch was granted 320,000 unrestricted shares of common stock of the Company pursuant to a grant agreement, which is attached as Exhibit 10.2 hereto and is incorporated by reference.
Amendment of Employment Agreement with Executive Officer
As previously disclosed by the Company, effective February 26, 2021, the Company entered into an employment agreement with Michael Rabinovitch, the Chief Financial Officer of the Company, and amended such employment agreement on March 4, 2022. On December 31, 2022, the Committee approved a second amendment to such employment agreement, which provides for severance for Mr. Rabinovitch in the event of termination of such employment agreement by the Company without cause or by Mr. Rabinovitch for Good Reason (as defined in the employment agreement), and which is attached as Exhibit 10.3 hereto and is incorporated by reference.
The foregoing descriptions of the grant agreements and second amended employment agreement are intended only as summaries and are qualified in their entirety by reference to the actual terms of the respective grant agreements and second amended employment agreement attached to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1+ | Unrestricted Stock Award Agreement between Ophir Sternberg and BurgerFi International Inc., dated January 3, 2023. | |
| 10.2+ | Unrestricted Stock Award Agreement between Michael Rabinovitch and BurgerFi International Inc., dated January 3, 2023. | |
| 10.3+ | Second Amended Employment Agreement between Michael Rabinovitch and BurgerFi International, Inc., dated January 3, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| + | Indicates a management contract or a compensatory plan or agreement. |
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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.
Dated: January 6, 2023
| BURGERFI INTERNATIONAL, INC. | ||
| By: | /s/ Stefan K. Schnopp | |
| Stefan K. Schnopp | ||
| Chief Legal Officer and Corporate Secretary | ||
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