Item 1.01 Entry Into a Material Definitive Agreement
On September 28, 2022, Vinco Ventures, Inc. (the "Company") entered into a
settlement agreement (the "Agreement") with respect to the litigation entitled
"Vinco Ventures, Inc. v. Theodore Farnsworth, Lisa King, Roderick Vanderbilt and
Erik Noble" in the Eight Judicial District Court located in Clark County,
Nevada. The Agreement set forth the following, among other things:
? Ross Miller is the sole CEO and shall run the Company under the oversight of
the Company's Board of Directors, with Lisa King and Rod Vanderbilt remaining
as directors.
? John Colucci, former Co-CEO and Phillip Jones, former CFO, both resigned
effective immediately as officers and director (in the case of Colucci) of the
Company.
? Michael Distasio and Elliot Goldstein resigned effective immediately as
Directors of the Company.
? John Colucci received three month's severance and Phillip Jones received four
month's severance, in addition to any accrued and unpaid payroll.
? The Company shall pay six months worth of COBRA payments for Jones.
? All directors are to be paid all director fees due to the date of severance.
? Elliot Goldstein is to be paid $100,000 in lieu to any matters related to his
stock options and RSUs
? All outgoing directors and officers entered into three year noncompete
agreements with the Company.
? All parties entered into mutual releases with the Company.
Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 1.01 above.
Subsequent to the execution and delivery of the Agreement, Mr. Vanderbilt and
Ms. King appointed Brian Hart, 51 and Jesse Law, 40, as directors to fill two of
the three vacancies created by the Agreement, which shall become effective
immediately upon compliance with securities rules and regulations. Messrs. Hart
and Law are both deemed to be independent directors and shall serve on the
Company's Audit Committee.
Brian Hart has over 25 years of experience in technology, communications, and
policy, and is a founding partner of Hart Communications. He has served as
senior staff for a federal agency, three U.S. senators, publicly traded
companies, and global consulting firms. He also served on the board of directors
of a privately held EMC testing and equipment company in Austin, Texas that is
now a part of ESCO Technologies.
Hart was a presidential appointee as the director of the Office of Media
Relations for the Federal Communications Commission and was communications
director for Senator Roy Blunt of Missouri directing all strategic
communications and public relations for the senator, the Senate Rules Committee,
as well as the presidential swearing in and inaugural address.
He reorganized and led the Washington, DC office for H&R Block. While at Ketchum
and Hill & Knowlton he consulted for Fortune 100 clients including HP, FedEx,
IBM, Enron, and Verizon on public relations, crisis communications,
restructuring, and government and public affairs. Hart previously advised the
commissioner of the Southeastern Conference during member expansion and the
launch of the SEC Network.
His work history comprises, over the past five plus years:
U.S. Senator Roy Blunt, Vice Chairman, Senate Republican Conference,
Communications Director, May 2015 - May 2017, Washington, DC
Federal Communications Commission, Director of the Office of Media Relations,
May 2017 - January 2021, Washington, DC; Clearance: Top Secret
Hart Communications, Founding Partner, Sept 2011 - April 2015, January 2021 -
present, Alexandria, VA
The Company's Board has determined he is suited to serve as a director due to
his longstanding business experience.
Jesse Law is an accomplished senior executive with 17 years of professional
experience, including 14 years of experience in banking and finance and 13 years
in bipartisan political and public policy operations. During his career, Mr. Law
has developed expertise in strategic management, corporate operations, staff
development, and high-level stakeholder relations, including working with senior
executives of Fortune 100 companies, senior administration officials, members of
the United States Congress, and senior foreign diplomats. In addition, Mr. Law
is adept at building coalitions of diverse interests and coaching them towards
mutually-acceptable solutions in high-stakes domestic and international
negotiations that have resulted in achieving exemplary success of key strategic
organizational goals.
KAF Consulting, self-employed 04/2016 - 1/2017, 10/2018 - Present
Export Import Bank of the United States in various capacities as Senior Vice
President, White House Liaison, Chief of Staff, and Chief Strategy Officer
January 2017 - September 2018, Washington, DC
Low VA Rates, Loan Officer January 2019 - December 2020
The Company's Board has determined he is suited to serve as a director due to
his longstanding business experience.
Related Party Transactions
There is no arrangement or understanding between either Board nominee and the
Company. There are no family relationships between either nominee and any
director, executive officer or person nominated or chosen by the Company to
become a director or executive officer of the Company within the meaning of Item
401(d) of Regulation S-K under the U.S. Securities Act of 1933 ("Regulation
S-K"). Since the beginning of the Company's last fiscal year, the Company has
not engaged in any transaction in which either nominee had a direct or indirect
material interest within the meaning of Item 404(a) of Regulation S-K, except
that Mr. Hart previously provided consulting services to the Company earlier in
2022 pursuant to which he received $90,000 in compensation pursuant to which he
has been paid in full before September 27, 2022. Mr. Hart is no longer providing
consulting services to the Company as of that date and will not provide any such
services so long as he serves as director of the Company. Neither director
nominee will receive any compensation from the Company except for Company
standard Board fees.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit:
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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