| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On August 3, 2022, Michael Prinn resigned as the Executive Vice President, Chief Financial Officer, and Treasurer of SeaChange International, Inc. (the “Company” or “SeaChange”), effective immediately (the “Resignation”).
On August 4, 2022, Julian Singer resigned as a member of the Board of Directors (the “Board”) of SeaChange, effective immediately. Mr. Singer’s departure is not a result of any disagreement with the Company relating to the Company’s operations, policies or practices.
(c)
Following the Resignation, on August 3, 2022, the Board appointed Kathleen Mosher as Senior Vice President, Chief Financial Officer and Treasurer of the Company, effective August 3, 2022. Ms. Mosher, 51, is a Certified Public Accountant in the Commonwealth of Massachusetts and holds a bachelor’s degree in accountancy from Bentley University and a Masters of Taxation degree from Bentley University. She previously served as the Director of Tax for the Company from January 2008 to August 2021. Prior to that, Ms. Mosher served as the Director of Tax for Cytyc Corporation (NASDAQ: CYTC) from May 2000 to April 2004. Ms. Mosher was a Tax Manager for Ernst & Young, LLP from March 2000 to May 2000 and held a variety of tax positions for Staples, Inc. (NASDAQ: SPLS) from August 1996 to March 2000. Ms. Mosher started her career at Deloitte and Touche, LLP in their tax practice.
The selection of Ms. Mosher to serve as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Ms. Mosher and any director, executive officer, or person nominated to become a director or executive officer of the Company, and there are no related person transactions between the Company and Ms. Mosher required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
In connection with the appointment of Ms. Mosher as Senior Vice President, Chief Financial Officer and Treasurer of the Company, the Compensation Committee of the Board and the Board agreed to pay Ms. Mosher an annual base salary of $205,000 per year. Ms. Mosher will also be eligible to receive a discretionary cash bonus for the remainder of fiscal 2023 at the Board’s sole discretion. Beginning in fiscal 2024, Ms. Mosher will be eligible to receive a cash bonus of up to thirty percent of her base salary if the Company attains its fiscal 2024 financial goals.
Pursuant to Ms. Mosher’s offer letter, in the event of termination of Ms. Mosher’s employment without cause after six months of employment, subject to Ms. Mosher executing a general release and satisfaction agreement that includes a one year noncompete, Ms. Mosher will be entitled to a one-time payment of six months’ base salary, payable over 12 semi-monthly payments. Attached as Exhibit 10.1, and incorporated herein by reference, is a copy of Ms. Mosher’s offer letter.
Ms. Mosher has executed an Indemnification Agreement with the Company. Attached as Exhibit 10.2, and incorporated herein by reference, is a copy of the form of Indemnification Agreement. Ms. Mosher will be offered a Change in Control Severance Agreement (the “Mosher CIC Agreement”) with the Company. The Mosher CIC Agreement will provide for enhanced severance benefits if there should be a change in control of the Company and a reduction in duties or termination of Ms. Mosher’s employment with the Company within two years of the change in control of the Company.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders (the “Annual Meeting”) of SeaChange was held on August 5, 2022, at which the Company’s stockholders voted on the following matters, as further described in SeaChange’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2022:
| | 1. | The election of two members, Steven Singer and Igor Volshteyn, to the Board, to serve for a three-year term, each as a Class II Director; |
| | 2. | The approval, on an advisory basis, of the compensation of SeaChange’s named executive officers (the “Say-on-Pay Vote”); |
