Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 6, 2021, PetIQ, Inc. (the "Company") appointed Zvi Glasman as Chief
Financial Officer ("CFO") of the Company, effective January 3, 2022 (the
"Effective Date"). John Newland, the Company's former CFO, will remain with the
Company as an executive advisor through March 31, 2022 or, if later, the date on
which the Company's Annual Report on Form 10-K for the fiscal year ending
December 31, 2021 is signed, and will then leave the Company as part of the
Company's previously announced transition plan.
Prior to joining the Company, Mr. Glasman held various private and public
company CFO positions with his longest tenure at Fox Factory Holdings Corp.
("Fox"), a designer, manufacturer and marketer of high-performance products and
systems used primarily on bikes, side-by-side vehicles, ATVs, snowmobiles,
motorcycles, automotive, and other off-road and on-road recreational vehicles
with international operations. During his twelve year tenure as CFO of Fox, Mr.
Glasman was an integral member of the executive team having successfully helped
transition the business from a privately-held to a publicly-traded company,
executing and integrating five strategic M&A transactions, and consistently
aligning the organization to deliver on its stated financial objectives for 25
quarters driving both sales growth and margin expansion. Additionally, Mr.
Glasman was CFO of Faraday Future Intelligent Electric Inc., an electric vehicle
company, where he successfully contributed to its SPAC merger and public company
debut with proceeds of approximately $1.0 billion.
In connection with his appointment to the role of CFO of the Company, on
December 6, 2021, the Company entered into an Employment and Non-Competition
Agreement with Mr. Glasman (the "Employment Agreement"), which provides for an
annual base salary of $525,000 and a term of 12 months, which term will
automatically extend for a 12-month period absent notice of termination, and a
target bonus equal to 100% of his base annual salary. On December 6, 2021,
Mr. Glasman was also granted equity awards consisting of (i) $400,000 of
non-qualified stock options and (ii) $800,000 of restricted stock units, vesting
on each of the first four anniversaries of the Effective Date. The equity awards
were issued pursuant to the Company's 2017 Omnibus Incentive Plan and the
respective award agreements. In the event Mr. Glasman's employment is terminated
by the Company "Without Cause" or Mr. Glasman resigns from the Company for "Good
Reason" (each as defined in the Employment Agreement), he will be entitled to
receive an amount equal to his then-current annual base salary for a period of
12 months.
The Employment Agreement contains certain restrictive covenants relating to
non-competition and non-solicitation of employees, independent contractors,
clients, customers or suppliers while employed by the Company and for a period
of 12 months following the termination of his employment for any reason.
The foregoing description of the Employment Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Employment
Agreement, which is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
Item 7.01. Regulation FD Disclosure
On January 5, 2022, the Company issued a press release announcing Mr. Glasman's
appointment as CFO of the Company, a copy of which is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information furnished under Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
10.1 Employment and Non-Competition Agreement, dated December 6,
2021, between PetIQ, Inc. and Zvi Glasman
99.1 Press Release, dated January 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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