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): May 23, 2024 |
Vintage Wine Estates, Inc.
(Exact name of Registrant as Specified in Its Charter)
Nevada | 001-40016 | 87-1005902 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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205 Concourse Boulevard |
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Santa Rosa, California |
| 95403 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (877) 289-9463 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common stock, no par value per share |
| VWE |
| The Nasdaq Stock Market LLC |
Warrants to purchase common stock |
| VWEWW |
| The Nasdaq Stock Market LLC |
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 May 23, 2024, the Board of Directors of Vintage Wine Estates, Inc. (the “Company”) approved a retention plan to retain select employees and executive officers, including the principal executive officer and principal financial officer (the “Retention Plan”). Pursuant to the Retention Plan, Seth Kaufman, the Company’s Chief Executive Officer, and Kristina Johnston, the Company’s Chief Financial Officer, are entitled to receive cash retention payments in the amounts of $1,800,000 and $600,000, respectively, subject to executing a release of claims in favor of the Company and its affiliates.
Payments under the Retention Plan must be repaid to the Company by the executive if the executive resigns or is terminated for cause prior to the achievement of certain milestones, including (i) transfer of employment to a buyer of the Company, (ii) consummation of a restructuring or change of control transaction, (iii) June 30, 2025, or (iv) involuntary separation without cause.
Under Mr. Kaufman’s existing employment agreement with the Company dated July 20, 2023, Mr. Kaufman is entitled to receive (i) a guaranteed cash annual bonus in the amount of $720,000 for the fiscal year ended June 30, 2024 and (ii) a signing bonus of $326,000 paid in semi-annual installments, and the final payment is outstanding. Pursuant to an agreement with Mr. Kaufman (the “Kaufman Agreement”) and subject to Mr. Kaufman executing a release of claims in favor of the Company and its affiliates, the amounts owed to Mr. Kaufman ($883,000) are being canceled and replaced with the opportunity for Mr. Kaufman to earn and receive a cash payment of $450,000, which will be paid as soon as practicable, subject to the same repayment provisions of the Retention Plan as described above.
Copies of the Retention Plan and the Kaufman Agreement will be filed with the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | Description |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
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| Vintage Wine Estates, Inc. |
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| (Registrant) |
Date: | May 30, 2024 | By: | /s/ Kristina Johnston |
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| Chief Financial Officer |