Amendment: Vivakor Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT.
Executive Employment Agreement
On October 1, 2024 (the “Effective Date”), Vivakor Administration, LLC (the “Company”), a subsidiary of Vivakor, Inc. ("Vivakor"), pursuant to the approval of its Board of Directors (the “Board”), on the recommendation of the Compensation Committee of the Board entered into that certain Executive Employment Agreement with Jeremy Gamboa to join the Company as its Division President, Logistics (the “Gamboa Agreement”).
The Gamboa Agreement provides for an annual base salary of $325,000, payable in equal installments every two weeks. In addition, the Gamboa Agreement provides for annual incentive cash and equity compensation of up to $780,000 based on certain performance goals as further set forth therein. As an inducement to enter into the Gamboa Agreement, Mr. Gamboa shall receive a one-time signing grant of Vivakor common stock equivalent in value to $150,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the execution date of the Gamboa Agreement, subject to an eighteen (18)-month lockup period and a conditional clawback obligation concurrent therewith, which shall be granted within thirty (30) days after the Start Date, as defined therein. Pursuant to the Gamboa Agreement, Mr. Gamboa’s employment is at-will under Texas law, except as modified therein.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Gamboa Agreement and does not purport to be a complete description of the rights and obligations of the parties to the Gamboa Agreement, and such description is qualified in its entirety by reference to the full text of the Gamboa Agreement, a copy of which is filed herewith as Exhibit 1.01.
Item 8.01. OTHER EVENTS.
To the extent required by this Item 8.01, the information contained in Item 1.01 is incorporated herein by reference.
Jeremy Gamboa, 49, Division President, Logistics
Jeremy Gamboa is a seasoned operations executive with more than three decades of management experience with midstream trucking, terminaling, and marketing companies, including for several business units recently acquired by Vivakor, as previously announced. Mr. Gamboa previously served as President of Endeavor Crude, LLC since 2024, prior to that as Chief Operating Officer of Ridgeback Energy Partners, LLC from 2018-21, and prior to that as Executive Vice President and Chief Operating Officer of Bridger Logistics, LLC from 2013-16.
The Board believes that Mr. Gamboa’s experience in management and operations and his extensive knowledge in the midstream petroleum industry make him ideally qualified to help lead Vivakor towards continued growth and success.
There are no arrangements or understandings between Mr. Gamboa and any other person pursuant to which he was selected as an officer. There are no existing relationships between Mr. Gamboa or Vivakor or any of their respective subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K or any familial relationship that would require disclosure under Item 401(d) of Regulation S-K.
| Exhibit No. | Title | |
| 1.01 | Executive Employment Agreement dated effective October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Jeremy Gamboa, as Executive | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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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.
| VIVAKOR, INC. | |||
| Dated: November 15, 2024 | By: | /s/ James H. Ballengee | |
| Name: | James H. Ballengee | ||
| Title: | Chairman, President & CEO | ||
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