Attached files
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| EX-10.1 - OFFER LETTER - Voltari Corp | vltc_ex101.htm |
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): May 18,
2017
Voltari Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-55419
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90-0933943
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(State or Other Jurisdiction of Incorporation
or Organization)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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767 Fifth Avenue, Suite 4700
New York, NY 10153
(Address of Principal Executive Offices, including Zip
Code)
(212) 388-5500
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Chief Accounting Officer
On May
18, 2017, the Board of Directors appointed Peter Kaouris, age 50,
as Chief Accounting Officer of the Company, beginning on or around
May 22, 2017.
Mr.
Kaouris has been a consultant since March 2016 providing strategic
investment planning for family trusts, including preparing and
implementing real estate investment strategies and conducting
market analysis and real estate property due diligence. Previously,
Mr. Kaouris was a consultant for AXA Real Estate Investment
Managers, from February 2017 to April 2017, where he assisted in
streamlining accounting financial reporting deliverables from
various third party companies. Previously, Mr. Kaouris served as
the Vice President and Controller of O’Connor Capital
Partners, from March 1999 to June 2015, where Mr. Kaouris was
responsible for leading the accounting and financial management
departments, which included reviewing loan draws for real estate
projects and assisting in audit and tax preparation for real estate
properties, holding companies and fund level entities. From
December 1996 to March 1999, Mr. Kaouris was a Senior Auditor at
Ernst & Young LLP’s Financial Markets-Real Estate Group
for Assurance and Business Advisory Practice, where his
responsibilities included performing audits and strategic
consulting for real estate clients and ensuring clients complied
with financial regulatory controls and satisfied applicable
accounting standards. From August 1994 to December 1996, Mr.
Kaouris was an Assistant Controller for Related Companies, LP,
where he assisted in the fund management for six real estate
portfolios. Mr. Kaouris has served on the board of Bayside Gables
Civic Association, Inc. since January 2017. Mr. Kaouris has a
Bachelor of Business Administration, Accounting & Finance, from
The Bernard M. Baruch College of the City University of New York
and he received his New York Real Estate License in March
2017.
In
connection with his appointment, Mr. Kaouris and the Company
entered into an employment offer letter (the “Offer
Letter”). Under the terms of the Offer Letter, Mr. Kaouris is
entitled to an annual base salary of $162,500. Additionally, Mr.
Kaouris is subject to non-disclosure, confidentiality and
non-disparagement covenants pursuant to the Offer
Letter.
The
foregoing description of the Offer Letter does not purport to be
complete and is qualified in its entirety by reference to the text
of the Offer Letter, a copy of which is attached to this report as
Exhibit 10.1, and is incorporated herein in its entirety by
reference.
There
are no arrangements or understandings between Mr. Kaouris and any
other persons pursuant to which he was selected as an officer and
he has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Chief Financial Officer
On May
18, 2017, the Board of Directors of the Company appointed Mr.
Kenneth Goldmann as Chief Financial Officer of the Company. Mr.
Goldman has served the Company as Chief Administrative and
Accounting Officer since October 5, 2015.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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Offer
Letter by and between Voltari Corporation and Peter Kaouris, dated
May 12, 2017.
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1
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.
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VOLTARI CORPORATION
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Date:
May 18, 2017
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By:
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/s/
Kenneth Goldmann
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Kenneth
Goldmann
Chief
Financial Officer
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2