Daily Journal Corp. (S.C.) filed SEC Form 8-K: Leadership Update

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Date of report (Date of earliest event reported): May 24, 2024

 

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(d)         On May 23, 2024, the Board of Directors (the “Board”) of Daily Journal Corporation (the “Company”) increased the size of the Board from three to four directors, and elected Rasool Rayani to fill the newly created seat, effective May 28, 2024. The Board has determined that Mr. Rayani qualifies as independent under the listing standards of the Nasdaq Stock Market.

 

Mr. Rayani has 23 years of experience leading software, healthcare and retail enterprises. His roles have spanned strategy, marketing, M&A, sales and general corporate management. In 2001, he co-founded Metalogix Software, a leading provider of compliance, migration and achieving solutions. Metalogix was acquired by Permira in 2014 and integrated with Quest Software. Since 2009, Mr. Rayani has been an active angel and venture investor, making investments in enterprise SaaS, deep tech, health tech, consumer packaged goods and retail businesses. In 2023, Mr. Rayani took an advisory role with the British Columbia Investment Management Corporation Venture and Growth team, focusing on venture capital firms and direct investments. He also serves on the board, and is a past chair, of the Community Foundations of Canada.

 

Mr. Rayani has been named to serve on the Compensation Committee and the Audit Committee of the Board. He is expected to participate in the Company’s regular non-employee director compensation program, on a prorated basis for fiscal 2024. In connection with Mr. Rayani’s election, the Board amended that program to provide for an annual cash retainer of $25,000 (rather than the previous $5,000) and an annual grant of restricted stock units (“RSUs”) valued at $25,000 on the date of grant. The RSUs will be settled in cash based on the Company’s stock price, unless and until the Company’s stockholders approve settlement in stock. The Board expects to ask the Company’s stockholders to approve settlement of the RSUs in stock at the Company’s 2025 Annual Meeting.

 

 

 

 

 

 

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.