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): April 18, 2019
WAITR HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37788 | 26-3828008 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
844 Ryan Street, Suite 300,
Lake Charles, Louisiana 70601
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 1-337-534-6881
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:
| ☐ | 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. |
Effective April 18, 2019, Waitr Holdings Inc. (the “Company”) increased the size of its board of directors (the “Board”) to nine and appointed Sue Collyns to the Board as a Class II director, with a term of office expiring at the Company’s 2020 annual meeting of stockholders.
Sue Collyns, 52, has served as the Chief Financial Officer of Beachbody, LLC, a privately held direct and multi-level marketer of the nation’s most popular fitness brands and weight loss solutions, since September 2014. Prior to joining Beachbody, LLC, from 2012 through 2014, she served as the Chief Financial Officer of Dun and Bradstreet, Credibility Corp., a privately held technology based subscription company offering web solutions for businesses seeking advice on strengthening their credit score and business reputation. Ms. Collyns has also served in various executive roles, including Chief Operating Officer, Chief Financial Officer and Company Secretary, for California Pizza Kitchen, Inc., a casual dining restaurant chain, from 2001 through 2011. Ms. Collyns currently serves on the board of directors of Potbelly Corporation (Nasdaq: PBPB), which owns, operates and franchises sandwich shops and is a member of the audit committee. Ms. Collyns also served on the board of directors for Zoes Kitchen, Inc. and served as audit committee chair and was a member of its nominating and governance committee from February 2014 to the company’s sale in November 2018. She is a Certified Public Accountant and holds a Bachelor of Economics degree from Macquarie University, in Sydney, Australia. Ms. Collyns has also been appointed as a member of the Audit Committee of the Board.
In connection with the appointment of Ms. Collyns to the Board, the Company expects to enter into an indemnity agreement with Ms. Collyns in the form previously filed as Exhibit 10.20 to the Company’s Current Report on Form 8-K (File No. 001-37788) filed on November 21, 2018, which is incorporated by reference herein.
In connection with her appointment as a director, Ms. Collyns will be eligible to participate in the Company’s non-employee director compensation policy, which provides for compensation consisting of (i) an annual retainer of $30,000 payable in cash, (ii) an initial grant of restricted stock units valued at $250,000 on the date of grant, plus (iii) an annual grant of restricted stock units valued at $125,000 on the date of grant, and (iv) such additional compensation as is provided for under the policy. The Company also granted to Ms. Collyns additional restricted stock units valued at $37,500 in connection with her appointment as a director of the Company.
Other than the foregoing, Ms. Collyns is not a party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company. There are no family relationships between Ms. Collyns and any of the Company’s other directors or executive officers.
| Item 8.01 | Other Events. |
On April 24, 2019, the Company issued a press release announcing the appointment of Ms. Collyns to the Board. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated April 24, 2019. | |
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.
| WAITR HOLDINGS INC. | ||||||
| By: |
/s/ Damon Schramm | |||||
| Name: Damon Schramm | ||||||
| Title: Chief Legal Officer | ||||||
| Dated: April 24, 2019 |
||||||
Exhibit 99.1
Waitr Holdings Appoints Sue Collyns to Board of Directors
LAKE CHARLES, LA, April 24, 2019 — Waitr Holdings Inc. (Nasdaq: WTRH) (“Waitr”), a leader in on-demand food ordering and delivery, today announced the appointment of Sue Collyns as an independent member of its board of directors (the “Board), effective immediately. She will also serve as a member of the Board’s Audit Committee, effective immediately. The appointment of Ms. Collyns expands the size of the Board to nine members.
“We are pleased to welcome Sue to Waitr’s Board,” said Chris Meaux, founder, Chairman and Chief Executive Officer of Waitr. “With more than 30 years of experience across multiple sectors including technology and restaurants, we believe that Sue will be a great addition to the Board. We also look forward to leveraging her comprehensive experience of managing financial and strategic planning for global companies as we look to drive performance and achieve long term sustainable growth.”
Ms. Collyns currently serves as the Chief Financial Officer of Beachbody, LLC. Prior to Beachbody, she served as co-founder and Chief Financial Officer of Dun and Bradstreet Credibility Corporation. She also served ten years in the restaurant sector as the Chief Operating Officer, Chief Financial Officer, and Secretary of California Pizza Kitchen. From 1995 to 2001, Ms. Collyns led both finance and operations for the Windham Hill division at Sony/BMG Entertainment. In Australia, she served as the Director of Planning of Lion/Pepsi’s beverage business and served at GlaxoSmithKline plc and PricewaterhouseCoopers in various financial roles. Ms. Collyns has been awarded the prestigious “Executive of the Year” and “CFO of the Year” by the Los Angeles Business Journal. She is a member of the board of directors of Potbelly Corporation and was previously a member of the board of Zoe’s Kitchen. She holds a Bachelor of Economics degree from Macquarie University (Australia) and a CPA Certification from Deakin University (Australia).
About Waitr Holdings Inc.
Founded in 2013 and based in Lake Charles, Louisiana, Waitr is a leader in on-demand food ordering and delivery. Its platforms connect local restaurants to hungry diners in underserved U.S. markets, providing a convenient way for diners to discover, order and receive great food from a wide variety of local restaurants and national chains. As of December 31, 2018, Waitr operated in small and medium sized markets in the Southeastern United States, spanning more than 250 cities. On January 17, 2019, Waitr acquired BiteSquad.com, LLC, expanding its scale and footprint across the United States to more than 600 cities.
Contacts:
Investors
WaitrIR@icrinc.com
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Media
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