UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 6, 2018
RELIV’ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-19932 | 37-1172197 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 136 Chesterfield Industrial Boulevard | Chesterfield, Missouri 63005 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (636) 537-9715
Not applicable
(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 (see General Instruction A.2. below):
☐ 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 June 6, 2018, the Board of Directors of the Registrant named Ryan A. Montgomery, age 44, as Chief Executive Officer, effective immediately. Mr. Montgomery has served in various capacities with the Registrant since 1999. He served as President from July 2012 until the present date. Previously he was Executive Vice President, Worldwide Sales from April 2007 to July 2012 and Vice President, Sales from 2004 to 2007. Mr. Montgomery served as Corporate Counsel from September 1999 to October 2004. Mr. Montgomery received his B.A. degree in Economics from Vanderbilt University and graduated from Saint Louis University Law School. Mr. Montgomery is the son of Robert L. Montgomery, who will continue on as Chairman of the Registrant’s Board of Directors. He is also brother of R. Scott Montgomery, who currently serves as President of the Reliv Asia-Pacific region.
Mr. Montgomery has an employment agreement with the Registrant dated January 2008 which has term of one year, with automatic renewal provisions. Under the event of termination, he is entitled to six month’s salary, payable over a 12 month period. Mr. Montgomery is currently paid a base salary and other cash compensation totaling $195,890 on an annual basis. Mr. Montgomery currently has stock option grants with a vested balance of 4,885 shares of common stock and unvested grants for 22,257 shares at an exercise price of $7.77. All grants have an expiration date of March 10, 2020.
Item 9.01. Financial Statements and Exhibits
|
(c) |
Exhibits |
|
99.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Rel“v International, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Chesterfield, State of Missouri, on June 8, 2018.
|
|
RELIV’ INTERNATIONAL, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Steven D. Albright |
|
|
|
|
Steven D. Albright |
|
|
|
|
Chief Financial Officer |
|
Exhibit 99.1
PRESS RELEASE
Media Contact:
Kurt Wulff
kwulff@relivinc.com
636-733-1433
Reliv International Names Ryan Montgomery Chief Executive Officer
CHESTERFIELD, MO, June 6, 2018 – Reliv International, Inc. (NASDAQ:RELV), a maker of nutritional supplements that promotes optimal health, today announced that its Board of Directors has appointed Ryan A. Montgomery to the position of Chief Executive Officer, effective June 6, 2018. Robert L. Montgomery, Reliv’s current CEO, will continue to serve as Chairman of Reliv’s Board.
In his new position, Ryan Montgomery will manage the overall operations and resources of Reliv International while also setting the strategy and fresh vision for the company as it moves into its third decade.
“Robert Montgomery has been CEO for 30 years, and I look forward to leading Reliv International into the future by building onto the strong foundation he and my mother, Sandy Montgomery, built together,” said Ryan Montgomery. “Reliv has achieved many successes and has changed lives with its products and business opportunity for three decades around the world, and going forward, we will work to not only remain competitive and relevant, but we aim to modernize Reliv to become leaders of the wellness and direct sales industries. I’m committed to Reliv’s established core values and principles and the culture that has been built, and I’m eager and motivated to see Reliv evolve and enhance every facet of the company from the product line to the distributor experience.”
Ryan joined Reliv as Corporate Counsel in 1999, establishing the Compliance Department and assisting international expansion and development. In 2003, he moved to the Sales Department and was responsible for developing sales strategy worldwide. Ryan was named President of Reliv International, Inc. in 2012. He graduated from Vanderbilt University in 1995 with a BA in Economics and earned his law degree from St. Louis University in 1999.
“Ryan has spent nearly two-thirds of his life involved with Reliv in many different capacities from operations, legal and sales,” said Robert Montgomery. “He is the ideal candidate to lead Reliv International to great heights using his experience, passion, commitment and leadership talent.”
About Reliv International, Inc.
Reliv International, based in Chesterfield, MO, produces nutritional supplements that promote optimal nutrition. Reliv supplements address core nutrition and targeted solutions. Reliv is the exclusive provider of LunaRich® products, which optimize levels of lunasin, a soy peptide that works at the epigenetic level to promote optimal health. The company sells its products through an international network marketing system of independent distributors in 15 countries. Learn more about Reliv at reliv.com, or on Facebook, Twitter or Instagram.