8-K

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): February 22, 2022

WAYSIDE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-26408	13-3136104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Industrial Way West, Suite 300, Eatontown, New Jersey	07724
(Address of principal executive offices)	(Zip Code)

732-389-0932

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $.01 par value	WSTG	The NASDAQ Global Market

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 February 22, 2022, the Board of Directors (the “Board”) of Wayside Technology Group, Inc. (the “Company”), appointed Greg Scorziello as a director of the Company based on the recommendation of the Nominating and Corporate Governance Committee of the Board. Mr. Scorziello has been appointed as a member of the Nominating and Corporate Governance, and Risk and Security Committees.

As compensation for his service on the Board, Mr. Scorziello will receive the Company’s standard compensation for non-employee directors. There are no arrangements or understandings between Mr. Scorziello and any other persons pursuant to which Mr. Scorziello was named a director of the Company. There are no arrangements or understandings between Mr. Scorziello and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment to the Board, Mr. Scorziello will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 filed with the Securities and Exchange Commission on May 5, 2017. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Mr. Scorziello for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our directors.

Item 7.01 Regulation FD Disclosure.

On February 22, 2022, the Company issued a press release announcing the appointment of Mr. Scorziello as a director of the Company. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 ​ 104 ​ Press release issued by Wayside Technology Group, Inc. dated February 22, 2022. ​ Cover Page Interactive Data File (formatted as inline XBRL).

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.

	WAYSIDE TECHNOLOGY GROUP, INC.
Date: February 22, 2022	By:	/s/ Andrew Clark
	Name:		Andrew Clark
	Title:		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

February 22, 2022

Wayside Technology Group Elects Greg Scorziello to Board of Directors

EATONTOWN, N.J., February 22, 2022 (GLOBE NEWSWIRE) – The Board of Directors (the "Board") of Wayside Technology Group, Inc. (NASDAQ: WSTG), a value-added global information technology (IT) channel company providing innovative sales and distribution solutions for emerging technology vendors, has elected Greg Scorziello to the Board effective February 22, 2022. With the appointment of Scorziello, Wayside's Board consists of seven directors, six of whom are independent under the listing standards of the NASDAQ. 

Greg Scorziello brings over 30 years of experience creating and building international operations for early stage and mid-size companies such as EMC when it was a sub 100 person entity.  Currently, Greg serves as a board member, strategic advisor and investor for DC Byte, a global information service provider for the Data Center sector. In addition, he is a strategic advisor to Appvia.io as well as an investor and director of Cobblestone Ventures Ltd. Prior to his roles with DC Byte and Appvia, Scorziello has held a number of international leadership and general management positions with a variety of US headquartered companies including Immuta, Infinidat, Activio and IBM. 

"Greg adds a breadth and depth of industry experience that will be of great value to the board and company. His knowledge of the European marketplace will be helpful with our existing and expanded business across the continent,” said Jeff Geygan, Wayside's Chairman of the Board. "I believe Greg adds an important dimension to our Board, offering additional diversity and perspective as the company executes its long-term plan."

Scorziello is a graduate of the Isenberg School of Management, UMass Amherst where he earned a Bachelor of Business Administration (B.B.A.), Accounting and Finance.

"I look forward to aiding the team at Wayside  as they continue to expand around the globe, especially in the European marketplace. The team at Wayside has built a dynamic organization that delivers easy access to superior IT solutions for resellers and businesses around the globe," saidScorziello. "This is an exciting time for Wayside and all businesses as we collectively emerge from the pandemic lock-down and I'm very optimistic about the road ahead."

About Wayside Technology Group

Wayside Technology Group, Inc. (NASDAQ: WSTG) is a global value-added IT channel and solutions company specializing in emerging technologies. Wayside operates across the US, Canada and Europe through multiple business units, including Climb Channel Solutions, Grey Matter, TechXtend and Cloud Know How. The Company provides IT

distribution and solutions for emerging companies in the Security, Data Management, Cloud, Connectivity, Storage & HCI, Virtualization, and Software & ALM industries.

Additional information can be found by visiting www.waysidetechnology.com.

Company Contact:

Drew Clark

Chief FinancialOfficer

1-732-389-0932

Drew@WaysideTechnology.Com

Investor Relations Contact:

Sean Mansouri, CFA
Elevate IR
(720) 330-2829
WSTG@elevate-ir.com

Source: Wayside Technology Group, Inc.

Released February 22, 2022

XML

Document and Entity Information	Feb. 22, 2022
Document and Entity Information
Document Type	8-K
Document Period End Date	Feb. 22, 2022
Entity Registrant Name	WAYSIDE TECHNOLOGY GROUP, INC.
Entity File Number	000-26408
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3136104
Entity Address, Address Line One	4 Industrial Way West, Suite 300
Entity Address, City or Town	Eatontown
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07724
City Area Code	732
Local Phone Number	389-0932
Title of 12(b) Security	Common stock, $.01 par value
Trading Symbol	WSTG
Security Exchange Name	NASDAQ
Entity Central Index Key	0000945983
Amendment Flag	false
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false