Item 2.02 Results of Operations and Financial Condition.
On February 11, 2019, Waitr Holdings Inc., a Delaware corporation (the “Company”), issued a press release announcing, among other things, certain preliminary, unaudited fourth quarter and fiscal year 2018 financial results for the Company and BiteSquad.com, LLC (“Bite Squad”), which the Company acquired on January 17, 2019. A copy of the press release is attached hereto as Exhibit 99.1, and the portion of the press release discussing such financial results is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On February 10, 2019, David Pringle advised the Company that he will retire as Chief Financial Officer of the Company, effective March 31, 2019 (the “Separation Date”). In connection with the foregoing, on February 11, 2019, the Company and Mr. Pringle entered into a Separation and Transition Agreement (the “Separation Agreement”). The Separation Agreement provides that Mr. Pringle will remain employed with the Company and provide transition services as requested by the Chief Executive Officer of the Company until the Separation Date and will continue to receive his current rate of base salary and employee benefits, as in effect immediately prior to the effective date of the Separation Agreement, until the Separation Date. Subject to and conditioned on Mr. Pringle’s execution of the Separation Agreement and the execution andnon-revocation of a general release of claims in favor of the Company, Mr. Pringle will also receive an award of 26,000 restricted stock units pursuant to the Waitr Holdings Inc. 2018 Omnibus Incentive Plan (the “Incentive Plan”), which will vest in full on December 1, 2019, subject to his compliance with the terms of the Separation Agreement.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement attached hereto as Exhibit 10.1.
Appointment of Chief Financial Officer
On February 11, 2019, Jeff Yurecko was appointed to succeed Mr. Pringle as Chief Financial Officer, effective April 1, 2019. Mr. Yurecko, age 38, has been Chief Financial Officer of Bite Squad since 2016. From 2015 until joining Bite Squad, Mr. Yurecko served as Vice President at Minneapolis private investment firm Seed Partners LLC, and from 2008 to 2015, Mr. Yurecko held various roles within the Deals practice of PriceWaterhouseCoopers LLP (“PwC”) focused on advising strategic and financial clients onbuy-side and sell-side due diligence for domestic and cross-border transactions, living and serving PwC in both the U.S. and Latin America. Mr. Yurecko holds a bachelor of science in business from University of Wisconsin.
The Company entered into an offer letter (the “Offer Letter”) with Mr. Yurecko, dated February 11, 2019, pursuant to which Mr. Yurecko will serve as the Company’s Chief Financial Officer on anat-will basis, effective April 1, 2019. The Offer Letter provides that Mr. Yurecko will receive a base salary of $290,000 per year and will be eligible for a discretionary annual cash bonus with a target bonus opportunity equal to 50% of his base salary, based upon the attainment of performance metrics to be established, and as determined, by the Company’s board of directors. Upon Mr. Yurecko’s appointment, he will also be entitled to receive an equity award under the Incentive Plan with a grant date value equal to approximately $500,000. Fifty percent (50%) of such award will be in the form of a stock option to purchase shares of common stock and fifty percent (50%) of such award will be in the form of restricted shares of common stock and will be subject to the terms of the Incentive Plan and written award agreements. The Offer Letter also provides that the Company will reimburse Mr. Yurecko for up to $50,000 in reasonable and documented expenses in connection with his relocation to Lafayette, Louisiana. Mr. Yurecko will also be able to participate in all benefit plans, practices and programs maintained by the Company.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by the terms and conditions of the Offer Letter, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
