Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Departing Director
On June 7, 2023, D’Angela Simms notified TILT Holdings Inc. (the “Company”) of her resignation as a director of the Company effective on the same date, June 7, 2023. Ms. Simms was the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee at the time of her resignation. Ms. Simms’ decision to resign as a director was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
Appointment of New Director
On the same date, June 7, 2023, the Board of Directors (“Board”) of the Company appointed Arthur Smuck to the Board to fill the vacancy created by the resignation of Ms. Simms, effective on the same date. On June 12, 2023, the Board approved the appointment of Mr. Smuck as Chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee. There are no transactions between Mr. Smuck and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Smuck will participate in the Company’s compensation program for independent directors which was approved by the Board on June 12, 2023 and is described below.
Independent Director Compensation
Cash Compensation
On June 12, 2023, the Board approved an annual cash retainer of $70,000 for all independent directors of the Company. The Board further approved the following cash compensation for the directors: (i) chairs of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee shall receive additional annual retainers of $20,000, $10,000, and $10,000, respectively and (ii) members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee shall receive additional annual retainers of $10,000, $7,500, and $7,500, respectively. Directors are also reimbursed for any out-of-pocket travel expenses incurred in order to attend meetings of the Board, committees of the Board, and meetings of the shareholders.
Equity Compensation
On June 12, 2023, the Board approved the following incentive compensation for all independent directors: an award of $115,000 in the form of restricted stock units (“RSUs”) issued under the Company’s 2018 Amended and Restated Stock and Incentive Plan, the number of shares of which shall be equal to $115,000 divided by the 30-day volume-weighted average price from May 7, 2023 to June 5, 2023. The number of RSUs granted to each independent director on June 9, 2023 was 2,468,301with the following vesting schedule: 617,075 RSUs on September 29, 2023, 617,075 RSUs on December 29, 2023, 617,075 RSUs on March 29, 2024 and the remaining 617,076 RSUs on the business day immediately preceding the date of the Company’s 2024 annual general meeting of shareholders.
Item 8.01 Other Events
On June 8, 2023, TILT issued a press release announcing the resignation of Ms. Simms as a director and the appointment of Mr. Smuck as a director. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
