UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 September 1, 2023, Brian Mariotti, director and former Chief Executive Officer of Funko, Inc. (the “Company”), notified the Company’s board of directors (“Board”) of his resignation as a member of the Board and as an employee of the Company for “Good Reason” (as defined in that certain Employment Agreement by and between the Company and Mr. Mariotti, dated as of January 3, 2022, as subsequently amended December 5, 2022 (the “Employment Agreement”)), effective immediately (the “Effective Date”). Mr. Mariotti’s resignation as an employee and as a member of the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The resignation also ends Mr. Mariotti’s previously disclosed sabbatical with the Company.
Pursuant to his Employment Agreement, Mr. Mariotti will be entitled to receive, subject to his execution, delivery and non-revocation of a waiver and release of claims agreement: (i) continued base salary payments for 12 months, less applicable withholdings, (ii) reimbursement during such 12-month period of the Company-paid portion of premium payments, as if Mr. Mariotti had remained an active employee, for any COBRA coverage that he timely elects, which shall be payable monthly and (iii) any unvested equity awards held by Mr. Mariotti (A) subject to time-based vesting will accelerate and vest in full and (B) subject to performance-based vesting conditions will be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s).
In addition, effective as of the Effective Date, Mr. Mariotti and the Company entered into an advisor agreement pursuant to which Mr. Mariotti will provide consulting and advisory services to the Company, including services related to the Company’s licensing and creative efforts and related initiatives, and other efforts to pursue business opportunities (the “Advisor Agreement”). The Advisor Agreement has a term of two years and is terminable by the Company for a reason other than Cause (as defined in the Employment Agreement) with six months prior written notice, by the Company for Cause with 30 days prior written notice, or by Mr. Mariotti for any reason with 30 days prior written notice. Pursuant to the Advisor Agreement, the Company has agreed to pay Mr. Mariotti a quarterly fee of $50,000 commencing as of September 1, 2023.
The foregoing description of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Advisor Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. |
Description | |
| 10.1 | Advisor Agreement, by and between the Company and Brian Mariotti, dated September 1, 2023. | |
| 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.
| Date: September 1, 2023 | FUNKO, INC. | |||||
| By: | /s/ Tracy D. Daw | |||||
| Tracy D. Daw | ||||||
| Chief Legal Officer and Secretary | ||||||