false 0001512499 0001512499 2024-05-13 2024-05-13
 
 
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): May 13, 2024
 
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-35898
 
27-4749725
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
96 Morton Street, 9th Floor, New York, New York
 
10014
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number including area code: (212) 261-9000
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
         
Common Stock, par value $0.0001 per share
 
LIND
 
The NASDAQ Stock Market LLC
 
(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))
 
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 13, 2024, Lindblad Expeditions Holdings, Inc. (the “Company”) announced the appointment of L. Dyson Dryden, a director of the Company, as interim Chief Financial Officer for the Company, effective June 1, 2024, while the Company conducts a search to replace Mr. Felenstein. Mr. Dryden’s compensation will be comprised of a grant of (i) 100,000 stock options that would vest half immediately and half upon completion of the interim role, and (ii) 100,000 restricted stock units (“RSUs”) that would vest 1/6 per month over a six-month period, with forfeiture of any unvested RSUs upon completion of the interim CFO role. Effective immediately, Thomas (Tad) Smith, Jr. will serve as chair of the Audit Committee replacing Mr. Dryden in that role.
 
 
 
 
Item 9.01              Financial Statements and Exhibits.
 
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.
 
 
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(registrant)
     
May 14, 2024
By:
/s/ Sven-Olof Lindblad
   
Sven-Olof Lindblad
Chief Executive Officer