Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Effective as of May 3, 2021 (the "Effective Date"), the Board of Directors
(the "Board") of LiveXLive Media, Inc. (the "Company") elected Kristopher Wright
as a director of the Company. The Board determined that Mr. Wright is an
"independent" director pursuant to the definition of independence under Rule
5605(a)(2) of the Nasdaq Listing Rules. The Board may appoint Mr. Wright to one
or more committees of the Board at a future date.
Mr. Wright is a senior leader in the Consumer Products Industry with more than
20 years of innovative, growth oriented, results-driven leadership
experience. Mr. Wright has spent the past 10 years at Nike and is currently Vice
President of Nike Global Men's Footwear Lifestyle Product. Prior to joining
Nike, Mr. Wright held senior management roles at Converse, Jordan, and Reebok.
In October 2020, Mr. Wright was recognized by Business Insider as one of 28
Outstanding People of Color in the Sneaker Industry. Prior to joining Nike, Mr.
Wright founded the luxury lifestyle footwear brand Jhung Yuro, where as CEO, he
led the company's Far East factory/supplier sourcing and negotiations, developed
marketing initiatives, established distribution and merchandising strategies for
a wide variety of retail partners. In 2008 Headgear purchased a 50% stake in
Jhung Yuro to launch a joint venture partnership which provided infrastructure
and resources to grow the brand. Additionally, Mr. Wright is an appointed member
of the Executive Leadership Council, a national organization of Black CEOs and
senior executives in Fortune 1000 and Global 500 companies. Mr. Wright also
serves on the Advisory Board of Directors for the Southwestern Athletic
Conference (SWAC). Mr. Wright earned his Bachelor of Arts degree in marketing
and business administration from Clark Atlanta University.
In consideration of Mr. Wright joining the Board, the Company approved the grant
to him of approximately 12,000 restricted stock units of the Company (the
"RSUs"), which shall vest on October 31, 2021, subject to his continued service
on the Board through such vesting date. The RSUs will be issued under the
Company's 2016 Equity Incentive Plan (as amended, the "Plan"). Each RSU
represents a contingent right to receive one share of the Company's common stock
or the cash value thereof. The Board, in its sole discretion, will determine in
accordance with the terms and conditions of the Plan the form of payout of the
RSUs (cash and/or stock). Mr. Wright shall also be entitled to participate in
the annual compensation package the Company provides to its non-employee
directors.
There is no arrangement or understanding between Mr. Wright and any other
persons pursuant to which Mr. Wright was elected as a director of the Company.
There are no family relationships between Mr. Wright and any of the Company's
officers or directors. Other than as described herein, there are no other
transactions to which the Company or any of its subsidiaries is a party in which
Mr. Wright has a material interest subject to disclosure under Item 404(a) of
Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On May 3, 2021, the Company issued a press release announcing the election of
Mr. Wright as a director of the Company. A copy of the Company's press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current
Report").
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
furnished pursuant to Item 7.01 and shall not be deemed "filed" for any other
purpose, including for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that Section. The information in this Item 7.01 of this Current
Report shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing unless specifically provided otherwise.
Item 9.01 Financial Statements and Exhibits.
Exhibits:
Exhibit No. Description
99.1* Press release, dated May 3, 2021.
* Furnished herewith.
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