UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 15, 2023
QualTek Services Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 001-40147 | | 83-3584928 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
(Address of Principal Executive Offices, and Zip Code)
(484) 804-4585
(Registrant’s Telephone Number, Including Area Code)
None
(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 |
| Class A Common Stock | QTEK | The Nasdaq Stock Market LLC |
| Warrants | QTEKW | 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 x
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.
Departure of Roger Bulloch as a Director
On February 15, 2023, Roger Bulloch, a member of the Board of Directors (the “Board”) of QualTek Services Inc., a Delaware corporation (the “Company”), notified the Company that he was resigning from the Board, effective immediately. Mr. Bulloch’s resignation is not the result of any disagreement with the Company relating to its operations, policies or practices or with its Board or management.
Election of Alan J. Carr as a Director
On February 15, 2023, the Board elected Alan J. Carr as an independent director of the Company, effective immediately, to fill the vacancy created by Mr. Bulloch’s resignation, with a term expiring at our annual meeting of stockholders in 2024 or until his successor is duly elected and qualified or until his earlier resignation, removal or death. The Board also appointed Mr. Carr to serve as the chairman of a special committee of the Board, which has been established to review and approve strategic and financial initiatives.
Mr. Carr will be compensated pursuant to an independent director agreement, under which he will be paid a monthly fee of $40,000, and an additional $7,500 per day for every day he devotes more than four hours of time, outside of Board meetings, for meetings or activities outside the scope of normal Board duties.
Mr. Carr is an experienced fiduciary and investment professional with over 25 years of experience around financially distressed companies. He has vast experience investing in and leading complex financial restructurings and M&A transactions as well as serving on boards of directors of distressed and reorganized businesses around the globe.
The Board determined that Mr. Carr is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by the Securities and Exchange Commission thereunder and the listing standards of the Nasdaq Capital Market. There are no arrangements or understandings between Mr. Carr and any other person in connection with his appointment as director of the Company, and there are no transactions or relationships between Mr. Carr and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
Exhibit | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| | QUALTEK SERVICES INC. |
| | |
| | |
| Date: February 22, 2023 | By: | /s/ Christopher S. Hisey |
| | Name: | Christopher S. Hisey |
| | Title: | Chief Executive Officer |
