HF Foods Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$HFFG
Food Distributors
Consumer Discretionary
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): July 1, 2025
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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.
Adoption of Amended and Restated Executive Severance Plan
On July 1, 2025, the board of directors (the “Board”) of HF Foods Group Inc. (the “Company”) adopted and approved the Amended and Restated HF Foods Group Inc. Severance Plan (the “Severance Plan”), effective July 1, 2025, which amends and restates, in its entirety, the severance plan previously approved by the Board of the Company on December 30, 2022. The Severance Plan is for employees of the Company at the level of Vice President or above, including the Company’s Senior Vice Presidents ("SVPs") and other executive officers. Generally, the Severance Plan provides for severance payments to certain executives and employees eligible to participate on a termination of employment without “cause” (as defined in the Severance Plan) or by the individual for “good reason” (as defined in the Severance Plan), with different severance payments depending on the title of the individual and whether or not the termination occurring during the period beginning six months before through 12 months after a “change in control” (as defined in the Severance Plan).
The changes effected by the amendment and restatement of the Severance Plan were , among other things:
•Removing an exception from a “change in control” event where a majority of the members of the board of directors of the entity resulting from a “business combination” (as defined in the Severance Plan) were members of the “incumbent board” (as defined in the Severance Plan) at the time of the initial agreement or action providing for such business combination.
•Except for employees classified as Senior Vice Presidents or Vice Presidents (as described in Exhibit C to the Severance Plan), severance payment timing for eligible employees is revised from a payment over a series of monthly installments to a lump sum payment within 60 days following a qualifying termination, subject to the execution and non-revocation of a release of claims.
•Eligibility for an additional pro rata target bonus subject to a performance review for eligible "key executives" (as defined in Exhibit B to the Severance Plan) as a severance benefit (in Exhibit B to the Severance Plan)
The above description is a summary of the terms of the amendments to the Severance Plan and is subject to and qualified in its entirety by the terms of the Severance Plan and the Form Letter Agreement for the Severance Plan, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
10.1 | ||||||||
10.2 | ||||||||
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.
| HF FOODS GROUP INC. | ||||||||
| Date: July 7, 2025 | /s/ Cindy Yao | |||||||
| Cindy Yao | ||||||||
| Chief Financial Officer | ||||||||