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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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
This Current Report on Form 8-K/A (“Amendment No. 1”) amends Item 5.02 of the Current Report on Form 8-K, filed by BurgerFi International, Inc., a Delaware corporation (the “Company”) on May 30, 2023 (the “Original Filing”), to disclose certain compensation arrangements in connection with the Company entering into an employment agreement with Carl Bachmann to serve as Chief Executive Officer of the Company, which arrangements had not yet been determined when the Original Filing was filed. This Amendment No. 1 supplements the Original Filing and should be read in conjunction with the Original Filing.
On July 10, 2023, the Company granted Mr. Bachmann employment inducement awards consisting of (i) 500,000 time-based restricted stock units (the “Time-Based Restricted Stock Units”) and (ii) 500,000 performance-based restricted stock units (the “Performance-Based Restricted Stock Units”) pursuant to the terms of grant agreements. The Time-Based Restricted Stock Units and Performance-Based Restricted Stock Units are each scheduled to vest in five equal installments beginning on March 29, 2024, subject to Mr. Bachmann’s continuous employment through the service period for the applicable installment and earlier vesting due to a change of control or certain termination events described below and, in the case of the Performance-Based Restricted Stock Units, achievement of certain performance criteria set forth in that certain employment agreement (the “Employment Agreement”) dated May 23, 2023 by and between the Company and Mr. Bachmann. Each of these grants was made as a material inducement to Mr. Bachmann’s employment and was approved by the Company’s Board of Directors and by the Compensation Committee of the Board of Directors as of July 10, 2023, in accordance with Nasdaq Listing Rule 5635(c)(4). The awards were granted outside of the Company’s 2020 Omnibus Equity Incentive Plan (the “Plan”).
If (a) there is a Change of Control (as defined in the Plan) during the term of Mr. Bachmann’s employment or (b) at any time on or before July 10, 2024, the Employment Agreement is terminated by the Company without Cause (as defined in the Employment Agreement) or by Mr. Bachmann for Good Reason (as defined in the Employment Agreement), all unearned Time-Based Restricted Stock Units and Performance-Based Restricted Stock Units that could vest during the calendar year in which the Change of Control or termination occurs shall be deemed to have been earned and vested immediately prior to the Change of Control or termination.
In addition to the Time-Based Restricted Stock Units and Performance-Based Restricted Stock Units described above, as contemplated by the Employment Agreement, the Company granted to Mr. Bachmann, effective as of July 10, 2023, 63,500 shares of the Company’s common stock, which such shares are subject to Rule 144 of the Securities Act of 1933, as amended.
Mr. Bachmann’s grant agreements are attached as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Restricted Stock Unit Award Agreement dated July 10, 2023, by and between BurgerFi International, Inc. and Carl Bachmann. | |
| 10.2 | Restricted Stock Unit Award Agreement dated July 10, 2023, by and between BurgerFi International, Inc. and Carl Bachmann. | |
| 10.3 | Restricted Stock Award Agreement dated July 10, 2023, by and between BurgerFi International, Inc. and Carl Bachmann. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: July 14, 2023
| BURGERFI INTERNATIONAL, INC. | ||
| By: | /s/ Stefan K. Schnopp | |
| Stefan K. Schnopp, Chief Legal Officer & Corporate Secretary | ||
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