UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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The registrant’s common stock and warrants began trading exclusively on the on January 3, 2023 under the Symbols “CORZQ” and “CRZWQ,” respectively.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)-(c)
On April 20, 2023, the Board of Directors (the “Board”) of Core Scientific, Inc. (the “Company”) appointed Adam Sullivan as President, effective May 15, 2023. Mr. Sullivan will report to Mike Levitt, the Company’s Chief Executive Officer, and will oversee financial and strategic matters, including assisting with the negotiation of the Company’s reorganization plan.
In connection with the appointment of Mr. Sullivan, Todd M. DuChene will continue to serve as the Company’s Chief Legal Officer while also assuming the new role of Chief Administrative Officer.
Prior to his appointment as President, Mr. Sullivan, age 32, was Managing Director and Head of Digital Assets and Infrastructure Group at XMS Capital Partners, where he oversaw over $5 billion of transactions. Mr. Sullivan joined XMS Capital Partners in 2017. Mr. Sullivan also represented the Power and Digital Infrastructure Acquisition Corporation in its acquisition of Core Scientific Holding Company, the Company’s predecessor, in 2021.
In connection with his appointment to President, on April 20, 2023, the Board’s Compensation Committee (the “Committee”) approved an Employment Agreement (the “Employment Agreement”) for Mr. Sullivan. Pursuant to the Employment Agreement, Mr. Sullivan will receive an annual base salary of $500,000. Mr. Sullivan will be eligible to earn an annual discretionary cash bonus award (the “Annual Bonus”) with a target bonus opportunity of no less than 100% of the Base Salary. For the year 2023, Mr. Sullivan will be guaranteed a minimum Annual Bonus amount of $500,000. The terms and criteria applicable to the receipt of the Annual Bonus will be determined by the Board. The Employment Agreement further provides that Mr. Sullivan will be entitled to participate in the Company’s equity incentive plan and receive an award as determined by the Board, subject to approval by the bankruptcy court overseeing the Company’s corporate reorganization under Chapter 11 of the United States Code.
Mr. Sullivan has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between Mr. Sullivan and any other persons pursuant to which he was selected as President. There are no related party transactions between Mr. Sullivan and the Company reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
| Item 9.01. | Financial Statement and Exhibits. |
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Core Scientific, Inc. | ||||||
| Dated: May 17, 2023 | ||||||
| By: | /s/ Todd M. DuChene | |||||
| Name: | Todd M. DuChene | |||||
| Title: | Chief Legal Officer and Chief Administrative Officer | |||||