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
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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 May 20, 2022, the Board of Directors (the “Board”) of Enjoy Technology, Inc. (the “Company”), increased the size of the Board to nine members and appointed Alan Carr and William Transier to the Board as Class I directors.
Mr. Carr, 52, is and has been since September 2013 the Managing Member and Chief Executive Officer of Drivetrain, LLC, an independent fiduciary services firm. He has been a distressed investing and turnaround professional, with 25 years of experience in principal investing, advisory mandates, and board of directors’ service, including complex financial restructurings and reorganizations in the U.S and Europe. From 2003 to 2013, Mr. Carr was Managing Director at Strategic Value Partners, a global investment firm focused on distressed debt and private equity opportunities. Mr. Carr started his career at Skadden, Arps, Slate, Meagher & Flom LLP and Ravin, Sarasohn, Baumgarten, Fisch & Rosen in corporate restructuring advisory. Mr. Carr currently serves as a director for the following public companies: Sears Holdings Corporation (since October 2018); Unit Corporation (since September 2020) and NewLake Capital Partners (since August 2019). Mr. Carr serves as Chair of the compensation committee for both NewLake Capital Partners and Unit Corporation and as a member of the audit committee for NewLake Capital Partners. He also serves as a member of the restructuring committee for Sears Holding Corporation. Mr. Carr received a B.A. in Economics and Sociology from Brandeis University in 1992 and a J.D. from Tulane Law School in 1995. The Board believes Mr. Carr’s experience in complex financial restructurings and reorganizations and his extensive experience serving on the boards of private and public companies qualifies him to serve on the Board. The Board has appointed Mr. Carr to serve on a special committee of the Board (the “Strategic Review Committee”), together with independent directors William Transier, Gideon Yu and Denise Young Smith. The Strategic Review Committee is authorized to, among other things, review, evaluate, investigate, pursue and negotiate any proposal made in respect of potential strategic alternatives.
Mr. Transier, 67, is Chief Executive Officer of Transier Advisors, LLC, an independent advisory firm providing services to companies facing stressed operational situations, turnaround, restructuring or in need of interim executive leadership. Mr. Transier was co-founder of Endeavour International Corporation (“Endeavour”), an international oil and gas exploration and production company. He served as non-executive Chairman of Endeavour’s board of directors from December 2014 until November 2015. He served from September 2006 until December 2014 as Chairman, Chief Executive Officer and President of Endeavour and as its Chairman and Co-Chief Executive Officer from its formation in February 2004 through September 2006. Prior to Endeavour, Mr. Transier served as Executive Vice President and Chief Financial Officer of Ocean Energy, Inc. (“Ocean”) and its predecessor, Seagull Energy Corporation from May 1996 to April 2003. Before his tenure with Ocean, Mr. Transier served in various roles including partner in the audit department and head of the Global Energy practice of KPMG LLP from June 1986 to April 1996. Mr. Transier has served on the board of Exela Technologies, Inc., since April 2020, where he serves as Chairman of the audit committee and as member of the strategic transactions committee. Mr. Transier has also served as a director of Helix Energy Solutions Group, Inc. since October 2000, and as lead independent director from March 2016 through July 2017 when he was appointed Chairman of the board. Mr. Transier served as the Chairman of the board of directors of Battalion Oil Corporation (which changed its name from Halcón Resources Corporation) and as Chairman of its audit committee from October 2019 until May 2021. Mr. Transier graduated from the University of Texas with a B.B.A. in accounting, has an M.B.A. from Regis University and a Master of Arts in Theological Studies from Dallas Baptist University. The Board believes that Mr. Transier’s restructuring expertise and extensive management experience and knowledge in audit and accounting matters qualifies him to serve as a member of the Board. The Board has appointed Mr. Transier to serve on the Audit Committee and the Strategic Review Committee as described above.
The Board has determined that each of Messrs. Carr and Transier is an independent director under the listing standards of the Nasdaq Stock Market LLC, and Mr. Transier meets the additional independence requirements of the Securities and Exchange Commission with respect to members of the Audit Committee.
There are no arrangements or understandings between Mr. Carr or Mr. Transier and any other persons pursuant to which either was selected as a director of the Company. There are also no family relationships between Mr. Carr or Mr. Transier and any director or executive officer of the Company and neither has any direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Messrs. Carr and Transier each entered into an Independent Director Agreement with the Company, pursuant to which each will receive a monthly fee of $45,000 and a per diem payment of $7,500 for days on which more than four hours are devoted to meetings or activities outside the scope of normal board duties. Each of Messrs. Carr and Transier is also entitled to receive a minimum of $135,000 in monthly fees to the extent either is removed as a director of the Company without cause. Each of Messrs. Carr and Transier will enter into the Company’s standard form of indemnification agreement between the Company and its directors and executive officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENJOY TECHNOLOGY, INC. | ||||||
| Dated: May 26, 2022 | ||||||
| By: | /s/ Ron Johnson | |||||
| Ron Johnson | ||||||
| Chief Executive Officer | ||||||