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 14, 2023
ADDVANTAGE TECHNOLOGIES GROUP, INC.
(Exact name of Registrant as specified in its Charter)
Oklahoma
(State or other Jurisdiction of Incorporation)
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| 1-10799 | 73-1351610 |
| (Commission file Number) | (IRS Employer Identification No.) |
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| 1430 Bradley Lane, Suite 196, Carrollton, Texas | 75007 |
| (Address of Principal Executive Offices) | (Zip Code) |
(918) 251-9121
(Registrant's Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
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| ☐ | Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, par value $0.01 | AEY | NASDAQ |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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.
ADDvantage Technologies Group, Inc. (NASDAQ: AEY) (the “Company”) appointed Jerry D. (JD) Jones as President of its Wireless Services business unit, effective February 13, 2023. Jones served as Executive Vice President, Customer Unit at Nexius Solutions, where he was responsible for all customer management, business development, deployment and profit and loss nationwide for all customers. From 2000-2012, he served in various leadership roles for AT&T Mobility, managing site acquisition, real estate, zoning, architectural and engineering requirements for all new build and site acquisition-only sites. JD also served in leadership roles with Goodman Networks, CrossLayer, Ericsson, Downey Telecom Services, 5G LLC, and Trilogy 5G Inc., primarily focused on wireless construction projects and management.
On February 13, 2023, the Company also entered into an Executive Employment Agreement (the “Employment Agreement”) with JD Jones, its President of Wireless Services (with Mr. Jones referred to as an “Executive”).
The term of the Employment Agreement commenced as of February 13, 2023, and will remain in effect until terminated by any of the parties. Under the Employment Agreement, the Executive is entitled to severance equal to six (6) months of base salary, plus the Executive’s prorated bonus, in the event the Company terminates the Executive’s employment without cause, the Executive terminates his employment for good reason or either the Company or the Executive terminate employment in connection with a change in control. If termination is related to a change in control, then the severance is payable in a lump sum. In all other events, it is payable over a six (6) month period in equal installments at such times as the Company routinely pays its employees. The Executive participates in an annual executive bonus plan which provides for a bonus of 50% or more if annual performance targets, as established by the Board of Directors, are achieved, and a long term incentive plan bonus which provides for a bonus of 50% or more paid in restricted shares if annual performance targets, as established by the Board of Directors, are achieved. The long term incentive plan shares have a three-year vesting period.
Pursuant to the Employment Agreement, Mr. Jones is entitled to an annual base salary of $270,000 and to monthly car and cell phone allowances. Mr. Jones is also entitled to 65,000 restricted shares, granted at the beginning of April 2023 and vesting over two years. The restricted stock agreement included accelerated vesting provisions in the event of death, disability or a change in control. Mr. Jones is also entitled to a $20,000 relocation bonus.
A copy of the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated by reference into this Item 5.02 as fully set forth herein. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement.
Item 8.01 Other Events.
On February 13, 2023, the Company issued a press release announcing the appointment of Jerry D. (JD) Jones as President of its Wireless Services business unit, effective February 13, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
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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| ADDvantage Technologies Group, Inc. | |
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| Date: February 14, 2023 | |
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| /s/ Michael A. Rutledge | |
| Michael A. Rutledge | |
| Chief Financial Officer | |
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