UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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On June 9, 2022, Psychemedics Corporation (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with 3K Limited Partnership, Peter H. Kamin Revocable Trust Dated February 2003, and Peter H. Kamin Childrens Trust Dated March 1977 (collectively, the “Kamin Parties”).
Pursuant to the terms of the Cooperation Agreement, effective as of the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), the Company agreed to increase the size of the Company’s Board of Directors (the “Board”) from five to six directors and to promptly take all necessary actions to nominate Peter H. Kamin and Darius G. Nevin as candidates for election to the Board at the 2022 Annual Meeting, to serve until the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Additionally, as described below under Item 5.02 of this Current Report on Form 8-K, Walter S. Tomenson, Jr. will retire as a director of the Company upon the conclusion of his current term ending at 2022 Annual Meeting.
The Company has agreed that, upon the election of Messrs. Kamin and Nevin to the Board, the Board would appoint Mr. Kamin to its Compensation Committee, Nominating Committee and Strategic Alternatives Committee, and Mr. Nevin to its Compensation Committee, Audit Committee and Strategic Alternatives Committee.
Pursuant to the Cooperation Agreement, the Kamin Parties shall be required, at the 2022 Annual Meeting, subject to certain customary exceptions, to vote all of their beneficially owned shares of the Company’s common stock (i) in favor of all directors nominated by the Board for election, (ii) in favor of the ratification of the appointment of BDO USA, LLP as the Company’s registered public accounting firm for the fiscal year ended December 31, 2022, (iii) in accordance with the Board’s recommendation with respect to the Company’s “say-on-pay” proposal and (iv) in accordance with the Board’s recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at the 2022 Annual Meeting. In addition, the Cooperation Agreement provides for certain customary standstill provisions that restrict the Kamin Parties from, among other things, engaging in any solicitation of proxies with respect to the voting securities of the Company or acquiring any securities of the Company that would result in the Kamin Parties having beneficial ownership of more than 14.99% of the Company’s common stock. The standstill provisions expire upon the earlier of (x) the date that is twenty business days prior to the deadline for the submission of stockholder nominations for the 2023 Annual Meeting pursuant to the Company’s Amended and Restated Bylaws or (y) the date that is one hundred days prior to the first anniversary of the 2022 Annual Meeting (the “Standstill Period”). The Cooperation Agreement will terminate at the end of the Standstill Period.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On June 9, 2022, Walter S. Tomenson, Jr., a director of the Board notified the Company that he will be retiring from the Board at the 2022 Annual Meeting. Mr. Tomenson’s retirement was not due to any disagreement with the Company.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Cooperation Agreement, dated June 9, 2022, by and among the Company, 3K Limited Partnership, Peter H. Kamin Revocable Trust Dated February 2003, and Peter H. Kamin Childrens Trust Dated March 1977. | |
| 99.1 | Press Release dated June 9, 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.
| PSYCHEMEDICS CORPORATION | ||
| Date: June 9, 2022 | By: | /s/ Andrew Limbek |
| Andrew Limbek | ||
| Vice President, Controller | ||