| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On March 10, 2021, Shirley Weis, a member of the Board of Directors (the “Board”) of Surgalign Holdings, Inc. (the “Company”), informed the Company of her decision not to stand for re-election as a director of the Company and to retire from the Board effective as of the date of the 2021 Annual Meeting of Stockholders. In addition to serving as a member of the Board, Ms. Weis is the Chair of the Compensation Committee of the Board. Ms. Weis’ decision not to stand for re-election is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Weis for her dedicated service and commitment to the Company.
(e)
On March 12, 2021, the Company entered into an Employment Agreement with Joshua DeRienzis, the General Counsel and Corporate Secretary of the Company, which sets forth the terms of Mr. DeRienzis’ employment with the Company (the “DeRienzis Employment Agreement”). The DeRienzis Employment Agreement provides for an indefinite term of employment and contains customary confidentiality, non-solicitation, and non-interference covenants. The DeRienzis Employment Agreement provides that, subject to his execution and non-revocation of a release of claims in the Company’s favor, upon the involuntary termination of his employment at any time without “Cause” or the voluntary termination of his employment by Mr. DeRienzis for “Good Reason” in connection with or within six months following a “Change in Control” (each as defined in the DeRienzis Employment Agreement), Mr. DeRienzis will be entitled to the following: (i) twelve months’ base salary, payable over a twelve-month period following termination or, at our option in the case of a termination not in connection with a Change in Control, as a lump sum; and (ii) Company-paid COBRA continuation coverage for up to twelve months. The DeRienzis Employment Agreement also provides that all unvested equity awards granted to Mr. DeRienzis will become 100% vested upon the consummation of a Change in Control.
The above description of the DeRienzis Employment Agreement is qualified by reference to the full text of the agreement, a copy of which is expected to be filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 2020.
(f)
On March 10, 2021, based on the recommendation of the Compensation Committee, the Board determined discretionary bonus compensation for the year ended December 31, 2020 (“Fiscal 2020”) for certain named executive officers (“NEOs”) of the Company. 50% of such discretionary bonus compensation for each NEO is payable in the form of restricted stock awards, subject to shareholder approval of an increase in the number of shares authorized for issuance by the Company. The NEOs’ other compensation for 2020 was previously reported by the Company in the Summary Compensation Table included in the Company’s Registration Statement on Form S-1 (File No. 333-251828), initially filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2020 and amended on January 25, 2021 (the “Registration Statement”). As of the date of the most recent amendment to the Registration Statement, bonuses for fiscal year 2020 could not be determined and, therefore, were omitted from the Summary Compensation Table in the Registration Statement. In accordance with Item 5.02(f), this Current Report on Form 8-K updates the amounts for Fiscal 2020 previously reported in the Registration Statement’s Summary Compensation Table with respect to the “Stock Awards”, “Non-Equity Incentive Plan Compensation”, and “Total” columns. All other compensation for the NEOs previously reported in the Summary Compensation Table of the Registration Statement remains unchanged and is included below to provide complete information regarding such table. No other amounts have changed.
