| Item 2.02. | Results of Operations and Financial Condition. |
On May 4, 2022, DIRTT Environmental Solutions Ltd. (“the Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated into this Item 2.02 by reference.
The information set forth under Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of Interim Chief Financial Officer
On May 4, 2022, the Company’s Board of Directors appointed Jeffrey Metcalf to serve as the Company’s Interim Chief Financial Officer, effective May 9, 2022. Mr. Metcalf, 40, has served as the Company’s Vice President, Finance, since 2018. Prior to joining DIRTT, Mr. Metcalf served as the Controller of Pure Technologies Ltd., a company that developed and managed innovative technologies for critical infrastructure, from 2014 to 2018, before it was acquired by Xylem Inc. Mr. Metcalf obtained a Bachelor of Commerce degree from the University of Calgary, a Master of Professional Accounting degree from the University of Saskatchewan, and is a Chartered Professional Accountant (CPA Alberta).
Mr. Metcalf does not have any family relationship with any other director or executive officer of the Company, nor has Mr. Metcalf entered into any transactions since January 1, 2022, or any currently proposed transaction, with a director or executive officer (or immediate family member thereof) of the Company, exceeding $120,000, in which he had or will have a direct or indirect material interest.
The Company and Mr. Metcalf entered into an executive employment agreement (the “Employment Agreement”) dated May 1, 2019, under which Mr. Metcalf is entitled to certain remuneration, benefits and rights on termination, and which subjects Mr. Metcalf to certain ongoing and post-termination obligations and restrictive covenants. The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to a subsequent Company filing. There is no additional compensation arrangement in connection with the appointment of Mr. Metcalf as Interim CFO.
On November 7, 2019, the Company entered into its standard form of indemnification agreement with Mr. Metcalf, which requires the Company to indemnify these individuals to the fullest extent permitted under the Business Corporations Act (Alberta) and to such greater extent as applicable law may hereafter from time to time permit. The foregoing description of the indemnification agreements does not purport to be complete and should be read in conjunction with and is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to a subsequent Company filing.
Concurrent with Mr. Metcalf’s appointment, effective May 9, 2022, Geoffrey Krause, the Company’s Chief Financial Officer and Interim Co-Chief Executive Officer, will cease his role as Chief Financial Officer and continue only as the Company’s Co-Interim Chief Executive Officer.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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