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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. |
On February 12, 2025, the Board of Directors (the “Board”) of The Arena Group Holdings Inc. (the “Company”) terminated the employment of Sara Silverstein, the Company’s Chief Executive Officer, without cause, effective the same day. Pursuant to her employment agreement with the Company, subject to signing a standard release, upon a termination without cause, Ms. Silverstein is entitled to accelerated vesting of all outstanding equity awards as well as reimbursement of COBRA benefits for a period of up to 18 months.
On the same day, the Board appointed Paul Edmondson as interim Chief Executive Officer. Prior to this appointment, Mr Edmondson, 50, was the Company’s President, Platform since January 2021, overseeing our Platform business, which offers the core content management system, programmatic advertising technology and multitenant subscription stack for publishers serving partner publishers and our owned and operated properties. Prior to serving as President, Platform, Mr. Edmondson served as our Chief Operating Officer from 2018 to 2019 after joining the company with our acquisition of HubPages, Inc. in 2018.
There are no arrangements or understandings between Mr. Edmondson and any other persons pursuant to which he was selected as an officer of the Company. There are also no family relationships between Mr. Edmondson and any director or executive officer of the Company, and Mr. Edmondson does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In his role prior to this appointment, Mr. Edmondson is party to an employment agreement, dated January 1, 2021 (the "Employment Agreement"), and is currently paid a base salary of $486,203. He is also is eligible to earn an annual bonus under our Bonus Plan based on the achievement of performance goals set by the Compensation Committee, with a target bonus amount equal to 75% of base salary, and is eligible to participate in Company incentive plans and employment benefits available to the Company’s other employees, as described in our definitive proxy statement filed on December 12, 2024. Upon a termination without cause, Mr. Edmundson would be entitled to severance equal to one year of base salary, up to 18 months of COBRA premium reimbursements and full vesting of all outstanding equity awards, in all cases subject to entry into a standard release agreement. The Employment Agreement also contains certain non-compete and non-solicitation provisions.
The foregoing summary of the Employment Agreement is qualified in its entirety by the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Any changes to Mr. Edmondson’s compensation as interim Chief Executive Officer will be determined at a later time.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | Employment Agreement with Paul Edmondson. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601.
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.
| THE ARENA GROUP HOLDINGS, INC. | ||
| Date: February 19, 2025 | ||
| By: | /s/ Paul Edmondson | |
| Name: | Paul Edmondson | |
| Title: | Interim Chief Executive Officer | |