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) December 2, 2016
TRIDENT BRANDS INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 000-53707 26-1367322
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 South Executive Drive, Suite 101, Brookfield, WI 53005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (262) 789-6689
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICER; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
RESIGNATION AND APPOINTMENT OF CORPORATE SECRETARY.
Effective December 2, 2016, Michael Browne resigned as Corporate Secretary of
Trident Brands Incorporated ("we", "us", "our", "Trident", the "Company").
Michael Browne, who will continue to serve as Brand Director, Chief Financial
Officer, and Treasurer of the Company. His resignation was not the result of any
disagreement with our Company regarding our operations, policies, practices, or
other cause.
Concurrently with Mr. Browne's resignation, our Board of Directors appointed
Peter Salvo, Controller of the Company since his appointment on March 21, 2014,
to serve as Corporate Secretary.
PETER SALVO, SECRETARY, CONTROLLER
Peter Salvo is a professional accountant with over 25 years of experience in
manufacturing, most notably in the automotive industry. Mr. Salvo has served in
many capacities, most recently as controller and finance manager with Meritor
Suspension Systems Company for 14 years. He has also worked for Rockwell
International for 11 years as Manager of Financial Analysis. Mr. Salvo has
extensive financial management experience and served as a key member of various
management teams.
Mr. Salvo is a Chartered Professional Accountant (CPA) and received his
Certified Management Accountant designation in 1985 and holds a bachelor degree
in commerce from McMaster University.
RESIGNATION OF DIRECTOR, PRESIDENT, CHIEF EXECUTIVE OFFICER, CHAIR OF AUDIT
COMMITTEE, APPOINTMENT OF DIRECTOR OF OPERATIONS
Effective December 2, 2016, Donald MacPhee resigned as a Director of the Board
of Directors, and as President, and Chief Executive Officer of our Company. Mr.
MacPhee has served as a Director, Chair of our Audit Committee, and as a member
of our Corporate Governance Committee since March 21, 2014, and as President and
Chief Executive Officer since December 15, 2015. His resignation was not the
result of any disagreement with our Company regarding our operations, policies,
practices, or other cause. Concurrently with his resignation, Mr. MacPhee was
appointed Director of Operations of our Company.
DONALD MACPHEE, DIRECTOR OF OPERATIONS
Donald MacPhee co-founded Continental Ingredients in 1994 and played a major
role in taking the company from $650,000 in revenue to over $50 million today.
He has over 30 years of experience in the food and beverage ingredient industry,
and has worked closely with major North American food and beverage manufacturers
to develop new products for their portfolios. Mr. MacPhee holds a business
administration and marketing degree from St. Lawrence College.
RESIGNATION OF CHAIRMAN OF THE BOARD OF DIRECTORS, APPOINTMENT OF PRESIDENT
Effective December 2, 2016, Mark Holcombe resigned as Chairman of the Board of
Directors and was appointed as President of the Company. His resignation was not
the result of any disagreement with our Company regarding our operations,
policies, practices, or other cause. Mr. Holcombe continues as a Director of the
Board of Directors and as Chair of the Compensation Committee. Mark Holcombe was
appointed as a Director of our company on November 5, 2007 and served as Chief
Executive Officer, President, Secretary and Treasurer through March 21, 2014.
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MARK HOLCOMBE, PRESIDENT, DIRECTOR, CHAIR OF THE COMPENSATION COMMITTEE.
Mr. Mark Holcombe is experienced in corporate and investment banking, corporate
development and asset management. Mr. Holcombe has over 23 years of banking and
corporate finance experience. He has significant experience in M&A advisory,
corporate restructurings and public and private debt and equity financings.
Formerly, Mr. Holcombe was Managing Partner of Stirling Partners (Bahamas) Ltd.
Formerly, he was a Senior Advisor to Providence Advisors Limited, Managing
Director and Head of Asset Management for Madison Williams Holdings, LLC in New
York City and Head of Corporate Development/Private Equity of GEM Global
Equities Management S.A. Also, He has worked as a senior investment banker at
Global Hunter Securities, Donaldson, Lufkin and Jenrette, Gleacher
NatWest/NatWest Markets, and ING Capital. Mr. Holcombe presently serves as a
Director of Asante Gold Corporation.
Mr. Holcombe holds a B.A. from Colgate University and graduated from the
Chemical Bank Corporate Finance Analyst Training Program.
APPOINTMENT OF CHIEF EXECUTIVE OFFICER, DIRECTOR, CHAIRMAN OF THE BOARD OF
DIRECTORS
Effective December 2, 2016, Anthony Pallante was appointed as Director and
Chairman of our Board of Directors, and as Chief Executive Officer of the
Company.
ANTHONY PALLANTE, CHIEF EXECUTIVE OFFICER, DIRECTOR, CHAIRMAN OF THE BOARD OF
DIRECTORS
Mr. Anthony M. Pallante is the Founder and Principle of Manchester Capital Inc.
and as served as its Chairman and Chief Executive Officer for over 25 years.
Prior to Manchester Capital, Mr. Pallante served as a Senior Vice President and
Officer at Cott Beverages. Prior to Cott, he served as the President and
Principle of Exclusive Beverage, the Ontario Royal Crown Cola franchise, which
he sold to Cott. He serves as a Member of Business Advisory Board at Mycell
Technologies LLC. He holds a Bachelor of Arts from York University in Toronto
and is active in various local and community charities.
APPOINTMENT OF CHAIR OF CORPORATE GOVERNANCE COMMITTEE AND AUDIT COMMITTEE
Effective December 2, 2016, Scott Chapman, our Director and Chair of the
Corporate Governance Committee, was appointed as Chair of the Audit Committee of
our Board of Directors. Mr. Chapman was first appointed a Director and as Chair
of the Governance Committee of our company on March 21, 2014.
SCOTT CHAPMAN, DIRECTOR, CHAIR OF CORPORATE GOVERNANCE COMMITTEE, CHAIR OF AUDIT
COMMITTEE
Scott Chapman is an investment professional with over 20 years of experience
both in Canada and internationally. Mr. Chapman has acted as senior partner with
Lines Overseas Management (Bermuda, Bahamas); and in institutional, retail sales
with Midland Walwyn (Montreal, Quebec).
Across numerous financial sectors, Mr. Chapman's responsibilities have included
corporate finance, venture capital, institutional and retail sales. From April
2009 to present, Mr. Chapman has been the owner of Hyperion Management. Hyperion
is in the business of venture capital, marketing, corporate governance and
sports management.
Mr. Chapman is a native of Montreal, Quebec educated at Concordia University and
has recently returned to Montreal after 10 years of working in Bermuda and the
Bahamas.
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SUMMARY OF CURRENT EXECUTIVE OFFICERS AND DIRECTORS
Effective December 2, 2016, as a result of the above described resignations and
appointments, our executive officers and Board of Directors are as follows:
President Mark Holcombe
Chief Executive Officer Anthony Pallante
Chief Financial Officer Michael Browne
Controller Peter Salvo
Director of Operations Donald MacPhee
Brand Director Michael Browne
Secretary Peter Salvo
Treasurer Michael Browne
Board of Directors Mark Holcombe
Scott Chapman
Anthony Pallante (Chairman of the Board)
Audit Committee Scott Chapman (Chair)
Corporate Governance Committee Scott Chapman (Chair)
Compensation Committee Mark Holcombe (Chair)
There is no understanding or arrangement between any of our officers or
directors and any other person pursuant to which our officers or directors were
selected or appointed to their respective positions. There are no family
relationships among any of our directors, executive officers, or any persons
nominated or chosen by us to become a director or executive officer.
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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.
TRIDENT BRANDS INCORPORATED
/s/ Mark Holcombe
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Mark Holcombe
President and Director
Date: December 9, 2016
