UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
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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. |
(b), (d) Departure and Appointment of Directors to the Board
On August 10, 2022, Jeffrey Coats notified the Board of Directors (the “Board”) of Fathom Holdings Inc. (the “Company”) that he is resigning from the Board. Mr. Coats’ resignation from the Board, effective August 10, 2022, did not arise from any disagreement with the Company, any member of the Board, or Company management regarding any matter related to the Company’s operations, policies, practices, or otherwise.
On August 12, 2022, the Board appointed Scott N. Flanders as a member of the Board, effective immediately, to fill the vacancy created by Mr. Coats’ resignation. Mr. Flanders will serve as a director until the Company’s 2022 annual meeting of shareholders or until his successor is duly elected and qualified.
Effective as of August 12, 2022, Mr. Flanders also joined the Board’s Compensation Committee, which is now comprised of Mr. Flanders (Chair), Christopher Bennet and David Hood.
Mr. Flanders, age 65, served as Chief Executive Officer of eHealth, Inc. (Nasdaq: EHTH) from May 2016 to October 2021, including as a member of its board of directors from February 2008 to October 2021. From July 2009 to May 2016, he served as Chief Executive Officer of Playboy Enterprises, Inc., including as a member of its board of directors from July 2009 to December 2019. From January 2006 to June 2009, Mr. Flanders served as the President and Chief Executive Officer of Freedom Communications, Inc., including as a member of its board of directors from 2001 to 2009. From September 1999 to July 2005, he served as Chairman and Chief Executive Officer of Columbia House Company, which was acquired by Bertelsmann AG in July 2005. Mr. Flanders also currently serves on the board of directors of Deepwell, Inc., 890 5th Avenue Partners, Inc. and 200 Park Avenue Partners, LLC and served as a strategic board advisor to both AloeCare Health, Inc. and BetterHealth. Mr. Flanders received a B.A. degree in economics from the University of Colorado and a J.D. from Indiana University. He is also a Certified Public Accountant. The Board believes that Mr. Flanders’s executive management and operations expertise, and background in law and accounting, qualifies him to serve as one of its directors.
There are no arrangements or understandings between Mr. Flanders and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Flanders and any of the Company’s other directors or executive officers. As a non-employee director of the Company, Mr. Flanders will receive the same cash and equity compensation as each of the Company’s other non-employee directors.
There are no related party transactions between Mr. Flanders and the Company, and the Board believes that Mr. Flanders satisfies the independence requirements of Rule 5605(a)(2) of the NASDAQ Stock Market listing and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
| Item 8.01 | Other Events. |
On August 16, 2022, the Company issued a press release to report the appointment of Mr. Flanders to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release of Fathom Holdings, Inc., dated August 16, 2022. | |
| 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.
| FATHOM HOLDINGS INC. | |
| Date: August 16, 2022 | /s/ Marco Fregenal |
| Marco Fregenal | |
| President and Chief Financial Officer |