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):
March 14, 2024 (
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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 March 8, 2024, upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Smart for Life, Inc. (the “Company”) appointed Loren Brown to the Board to fill the vacancy created by the recent resignation of Roger Conley Wood. Mr. Brown was also appointed to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, as well as the Chair of the Nominating and Corporate Governance Committee. The Board determined that Mr. Brown is independent within the meaning of the rules of The Nasdaq Stock Market. Below is certain biographical information regarding Mr. Brown.
Since April 2015, Mr. Brown, age 60, has served as the Director of Business Development for Human and Animal Services at SGS/Nutrasource Diagnostics, a global contract research organization with a global team of 96,000 employees that operates in 2,600 offices and labs worldwide. Mr. Brown specializes in regulatory compliance, product development, and testing solutions for dietary supplements, supporting clients in commercializing health and wellness products in the human and animal markets. His prior experience encompasses similar roles at a global contract research organization, as well as serving as the Associate Director of Business Development at Burdock Group, a comprehensive Food Safety and Regulatory Compliance Consulting Firm.
Mr. Brown was appointed until his successor is duly elected and qualified. There are no arrangements or understandings between Mr. Brown and any other person pursuant to which he was selected as a director. There has been no transaction, nor is there any currently proposed transaction, between Mr. Brown and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On March 8, 2024, the Company entered into an independent director agreement with Mr. Brown (the “Director Agreement”), pursuant to which he is entitled to an annual fee of $40,000 per year, payable quarterly, and an annual stock option grant for the purchase of 40,000 shares of common stock (subject to adjustments for stock splits, stock dividends and similar adjustments to the Company’s common stock), which such stock options shall vest quarterly over one year. The Company also agreed to reimburse Mr. Brown for pre-approved reasonable business expenses incurred in good faith in connection with the performance of his duties for the Company. Such compensation shall be subject to adjustment from time to time by the Board.
On March 8, 2024, the Company also entered into an indemnification agreement with Mr. Brown (the “Indemnification Agreement”), pursuant to which the Company agreed to indemnify Mr. Brown to the fullest extent permitted by law and agreed to advance or reimburse all expenses incurred by or on behalf of Mr. Brown in connection with any proceeding.
The foregoing summary of the terms and conditions of the Director Agreement and the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Director Agreement and the Indemnification Agreement attached hereto as Exhibits 10.1 and 10.2, respectively, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | Independent Director Agreement, dated March 8, 2024, between Smart for Life, Inc. and Loren Brown | |
| 10.2 | Indemnification Agreement, dated March 8, 2024, between Smart for Life, Inc. and Loren Brown | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Date: March 14, 2024 | SMART FOR LIFE, INC. | |
| /s/ Darren C. Minton | ||
| Name: | Darren C. Minton | |
| Title: | Chief Executive Officer | |
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