Westrock Coffee Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Date of Report (Date of earliest event reported):
November 7, 2024 (
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Item 1.01. Entry into a Material Definitive Agreement.
On November 5, 2024, Westrock Coffee Company, a Delaware corporation (“Westrock Coffee”), entered into an amendment (the “Amendment”) to that certain Amended and Restated Investor Rights Agreement, dated June 29, 2023 (as amended or modified, the “Investor Rights Agreement”), by and among Westrock Coffee and the other parties thereto. Among other things, the Amendment amends the Investor Rights Agreement to provide that the size of the board of directors of Westrock Coffee (the “Board”) shall, subject to the terms of the Investor Rights Agreement, consist of eleven directors, with five directors being designated by the Nominating and Corporate Governance Committee of the Board. Additionally, HF Capital, LLC has agreed to not exercise its director designation rights (which would result in the Board size being expanded by one director) so long as Mr. Ken Parent is a member of the Board.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this current report as Exhibit 4.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 5, 2024, the Board increased its size from ten to eleven directors and appointed Mr. Ken Parent to the resulting vacancy to serve as a Class I director of the Board. Mr. Parent will hold office until the 2026 annual meeting of the Company’s stockholders and until his successor has been elected and qualified, or until his earlier death, resignation or removal. Additionally, Mr. Parent was designated as Vice Chairman of the Board and appointed to the Audit & Finance and Compensation Committees of the Board.
In connection with his appointment to the Board, Mr. Parent will receive a one-time restricted stock grant with a value of $350,000 that will vest on the date of the 2025 annual meeting of the Company’s stockholders.
As a non-employee member of the Board, Mr. Parent will be compensated in accordance with the Company’s non-employee director compensation program, as disclosed in the Company’s definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 25, 2024, which such description is incorporated herein by reference. Additionally, in connection with his role as Vice Chairman, commencing with the 2025 annual meeting of the Company’s stockholders. Mr. Parent will also be entitled to receive an additional annual equity grant of time-based restricted stock units pursuant to the Westrock Coffee Company 2022 Equity Incentive Plan with a value of $260,000 that will vest on the one year anniversary of each grant date.
There are no arrangements or understandings between Mr. Parent and any other person pursuant to which Mr. Parent was selected as a director and no transactions between Mr. Parent and the Company requiring disclosure under Item 404(a) of Regulation S-K.
The Company entered into an indemnification agreement with Mr. Parent in a form generally consistent with the indemnification agreements entered into with the Company’s other directors. The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement, which is included as Exhibit 10.1 to this Current Report and the terms of which is incorporated into this Item 5.02 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
Date: November 7, 2024
| WESTROCK COFFEE COMPANY | ||
| By: | /s/ Robert P. McKinney | |
| Name: | Robert P. McKinney | |
| Title: | Chief Legal Officer and Corporate Secretary | |