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): March 15, 2023
EVO Transportation & Energy Services, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 000-54218 | 37-1615850 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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2075 West Pinnacle Peak Rd. Suite 130, Phoenix, AZ | | 85027 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 877-973-9191
Not Applicable
(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:
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☐ | 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: None
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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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.
Bruce Kalem Employment Agreement
As previously disclosed on EVO Transportation & Energy Services, Inc.’s (the “Company”) Current Report on Form 8-K filed on February 14, 2023, on February 8, 2023, Bruce Kalem was appointed as the Company’s Chief Financial Officer. On March 15, 2023, the Company entered into an executive employment agreement dated and effective February 8, 2023 with Mr. Kalem (the “Employment Agreement”) for an initial term of two years, with automatic extensions (absent notice to the contrary) of one year upon the expiration of the initial term or any renewal term. Under the Employment Agreement, Mr. Kalem is entitled to base compensation of $240,000 per year, reimbursement of certain expenses and incentive compensation that is based on Mr. Kalem’s performance as determined by the compensation committee of the Company’s board of directors, provided that his target bonus opportunity for 2023 will not be less than 15% of his base salary. The Company agreed to grant Mr. Kalem 1,426,493 restricted stock units, which will be eligible to vest in equal installments over three years. In addition, Mr. Kalem will be entitled to additional equity awards pursuant to any plans or arrangements the Company may have in effect from time to time.
If Mr. Kalem is terminated without cause or he resigns with good reason, he will be entitled to receive severance, subject to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates, equal to any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits through the termination date, plus three months’ base salary and certain health insurance premium payments. The Employment Agreement also includes a customary confidentiality covenant and six-month post-termination non-competition and non-solicitation covenants.
The foregoing summary description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1+ Executive Employment Agreement between EVO Transportation & Energy Services, Inc. and Bruce
Kalem, dated and effective as of February 8, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Management contract or compensatory plan or arrangement.
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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Dated: March 20, 2023 | By: | /s/ Melinda Wang |
| Its: | Executive Vice President, General Counsel and Secretary |
