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): March 31, 2022 (March 29, 2022)
WILLSCOT MOBILE MINI HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37552 | 82-3430194 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | 4646 E. Van Buren St.,Suite 400 Phoenix, Arizona | 85008 |
| | (Address of principal executive offices) | (Zip Code) |
(480) 894-6311
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value ($0.0001 per share) | WSC | The Nasdaq Capital Market |
| Warrants to purchase common stock(1) | WSCTW | OTC Markets Group Inc. |
| (1) | Issued in connection with the registrant’s acquisition of Modular Space Holdings, Inc. in August 2018, which are exercisable for one share of the registrant’s common stock at an exercise price of $15.50 per share |
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 company ¨
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.
On March 29, 2022, the Board of Directors (the “Board”) of WillScot Mobile Mini Holdings Corp. acted to increase the size of the Board from 10 to 11 and appointed Erika Davis to serve as a Class II member of the Board to fill the vacancy created by that increase. Ms. Davis currently serves as Senior Vice President & Chief Human Resources Officer of Performance Food Group Company. Ms. Davis was also appointed as a member of the Compensation Committee of the Board, which is the only committee of the Board to which she has been appointed to date. A copy of the Company’s press release announcing the appointment is filed herewith as Exhibit 99.1
The Company’s annual compensation package for non-employee directors is applicable to Ms. Davis as a non-employee director.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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.
| | WILLSCOT MOBILE MINI HOLDINGS CORP. |
| | | |
| Date: March 31, 2022 | By: | /s/ Christopher J. Miner |
| | Christopher J. Miner |
| | Executive Vice President & Chief Legal Officer |
