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):
July 17, 2018 (July 11, 2018)
TRUETT-HURST, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35973 | 46-1561499 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 125 Foss Creek Circle, Healdsburg, CA 95448 |
| (Address of principal executive offices) (Zip Code) |
Registrant's telephone number, including area code: (707) 431.4423
(Former name or former address, if changed since last report): Not applicable
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) | Compensatory Arrangements of Certain Officers |
Effective July 11, 2018, the Compensation Committee of the Board of Directors of Truett-Hurst, Inc. (the “Company”) approved an amendment to the offer letter previously entered into with Karen Weaver, the Company’s Chief Financial Officer. The amendment to her offer letter provides that Ms. Weaver would be entitled to severance of six months of her base salary if her employment was terminated by the Company in connection with a sale of a majority interest in the Company or a going private transaction. The amendment to her offer letter also provides that, in addition, if Ms. Weaver's employment is terminated by the Company without cause prior to December 31, 2018, she will be entitled to a severance payment equal to the amount of base salary she would have received for the period from her termination of employment through December 31, 2018 had her employment not terminated.
SIGNATURE
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.
| Truett-Hurst, Inc. | ||
| By: | /s/ Phillip L. Hurst | |
| Phillip L. Hurst | ||
| President and Chief Executive Officer | ||
Date: July 17, 2018