UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):January 4, 2016
SPORTS FIELD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54883 | 46-0939465 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4320 Winfield Road, Suite 200
Warrenville, Illinois 60555
(Address of Principal Executive Offices)
(508) 366-1000
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On January 4, 2016, Sports Field Holdings, Inc. (the “Company”) entered into a director agreement (“Director Agreement”) with Glenn Tilley, concurrent with Mr. Tilley’s appointment to the Board of Directors of the Company (the “Board”) effective January 4, 2016 (the “Effective Date”). The Director Agreement may, at the option of the Board, be automatically renewed on such date that Mr. Tilley is re-elected to the Board. Pursuant to the Director Agreement, Mr. Tilley is to be paid a stipend of One Thousand Dollars ($1,000) per meeting of the Board, which shall be contingent upon his attendance at the meetings being in person, rather than via telephone or some other electronic medium. Additionally, Mr. Tilley shall receive non-qualified stock options (the “Options”) to purchase Two Hundred Thousand (200,000) shares of the Company’s common stock. The exercise price of the Options shall be One Dollar ($1.00) per share. The Options shall vest in equal amounts over a period of two (2) years at the rate of Twenty Five Thousand (25,000) shares per fiscal quarter on the last day of each such quarter, commencing in the fourth fiscal quarter of 2015.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 1.01 is hereby incorporated by reference.
On January 4, 2016, the Board approved by unanimous written consent the appointment of Glenn Tilley as director of the Company, effectiveimmediately.
Glenn Tilley, 53
Mr. Tilley, age 53, brings over 30 years of experience in Sports Management and Sports and Entertainment Marketing leadership roles. Mr. Tilley is the Founder and current Chief Executive Officer of The Champions Network, a business acceleration firm with a focus in the sports and health and wellness space. Previously, he was Chief Executive Officer of Ripken Baseball from 2010 to 2014, a baseball management and sports marketing firm where he established and expanded The Ripken Brand on a national level. Previous to his role at Ripken Baseball, Mr. Tilley, as President and Chief Executive Officer of Becker Group from 2001 to 2009, helped grow the firm as a leading entertainment and experiential marketing firm with clients such as The Walt Disney Company, Warner Brothers, The Discovery Channel, The Taubman Company, Simon Properties, and Westfield Properties. Before being promoted to President and Chief Executive Officer, Mr. Tilley was Vice President of Sales for Becker Group from 1992 through 2000. Previous to his role at Becker Group, Mr. Tilley was an executive at Sports Management firms Shapiro and Robinson and Eastern Athletic Services that represented and managed professional athletes in professional baseball and professional football.
Mr. Tilley earned a Bachelor degree from Princeton University in 1984 where he was an All-Ivy League football player.
In evaluating Mr. Tilley’s specific experience, qualifications, attributes and skills in connection with his appointment as a member of the Board of the Company, the Board considered his expertise and many roles within the sports industry, as well as his extensive management experience at different sports-related companies.
Family Relationships
Mr. Tilley does not have any family relationships with a current officer or director of the Company.
Related Party Transactions
There are no applicable related party transactions.
| 2 |
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit | Description | |
10.1* | Director Agreement, dated January 4, 2016, between the Company and Glenn Tilley. | |
| *filed herewith | ||
| 3 |
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.
| SPORTS FIELD HOLDINGS, INC. | ||
| Date: January 8, 2016 | By: | /s/Jeromy Olson |
| Jeromy Olson | ||
| Chief Executive Officer | ||
4