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
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
|||
|
|
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 September 6, 2023, consistent with its long-term succession plans, the Trinity Capital Inc. (the “Company”) Board of Directors (the “Board”) unanimously elected Kyle Brown as Chief Executive Officer (“CEO”) of the Company, effective January 1, 2024, to succeed the Company’s current CEO, Steven L. Brown. The Board also unanimously elected Mr. S. Brown to assume the newly created role of Executive Chairman of the Company when he steps down as CEO on January 1, 2024. As Executive Chairman, Mr. S. Brown will work with the Board and CEO on strategic growth opportunities and will develop and maintain the Company’s relationships with strategic partners, among other responsibilities as assigned by the Board.
In addition to assuming the roles of CEO and Executive Chairman, respectively, Messrs. K. Brown and S. Brown will retain their existing roles as members of the Board. Mr. K. Brown will continue in his existing role as Chief Investment Officer and President of the Company in addition to assuming the responsibility of CEO. The Company’s Investment Committee will continue to include Mr. S. Brown; Mr. K. Brown; Mr. Gerald Harder, the Company’s Chief Operating Officer; Mr. Ronald Kundich, the Company’s Chief Credit Officer; and a rotating position for one of the Company’s vertical market leaders.
Each of Messrs. S. Brown and K. Brown has been an executive officer of the Company since prior to its initial public offering in 2021. Mr. S. Brown, the Company’s founder, has served as Chairman of the Board, CEO and a member of the Investment Committee since August 2019. Mr. S. Brown founded the Company’s corporate predecessor in January 2008. Mr. K. Brown has served as the Company’s President and Chief Investment Officer since August 2019 and as a member of the Board since September 2019. Prior to that, he was a managing partner of the Company’s corporate predecessor since 2015. Reference is also made to the biographical information with respect to Messrs. K. Brown and S. Brown set forth under the heading “Proposal 1: Election of Director Nominees” in the Company’s 2023 proxy statement, which description is incorporated herein by reference.
Mr. S. Brown and Mr. K. Brown will receive a base salary consistent with the Company’s current executive compensation practices and continue to receive benefits materially similar to those disclosed in the Company’s 2023 proxy statement.
There are no current or proposed transactions between the Company and any of Messrs. S. Brown, K. Brown or their immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Item 8.01 Other Events.
On September 6, 2023, the Company issued a press release pertaining to the matters described above. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed herein, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
|
Description |
99.1 |
|
|
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.
|
|
|
Trinity Capital Inc. |
|
|
|
|
Date: |
September 6, 2023 |
By: |
/s/ Steven L. Brown |
|
|
|
Steven L. Brown |