Exhibit 99.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 23, 2022, Mobivity Holdings Corp. (the “Company”) announced that John Harris, a member of the Board of Directors (the “Board”) of the Company, has resigned and will leave the Board effective May 23, 2022. Also on May 23, the Board elected Ben Weinberger to fill the newly created vacancy on the Board and to serve as a member of the Board, effective May 23. The Board appointed Mr. Weinberger to serve as Chairman of the Compensation Committee and to serve on the Audit Committee and the Governance and Nominating Committee.
There are no arrangements or understandings between Mr. Weinberger and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Weinberger that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Weinberger was granted a Restricted Stock Unit award having a target equity value of $65,000 (the “RSU Award”). The RSU Award will vest in four equal quarterly installments beginning on June 30, 2022, subject to continued service through each vesting date.
| Item 7.01. | Regulation FD Disclosure |
On May 23, 2022, the Company issued a press release announcing the appointment of Mr. Weinberger to the Board and the resignation of Mr. Harris from the Board. The text of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
The information contained in this item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 23, 2022 | |
| 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.
| MOBIVITY HOLDINGS CORP. | ||
| Date: May 26, 2022 | By: | /s/ Dennis Becker |
| Dennis Becker | ||
| Chairman and Chief Executive Officer | ||
Exhibit 99.1