Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - HireQuest, Inc. | ccni_ex991.htm |
| EX-10.7 - EXECUTIVE EMPLOYMENT AGREEMENT - HireQuest, Inc. | ccni_ex107.htm |
| EX-10.6 - EXECUTIVE SEVERANCE AGREEMENT - HireQuest, Inc. | ccni_ex106.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): July 31,
2017
COMMAND
CENTER, INC.
(Exact
name of registrant as specified in its charter)
|
Washington
|
|
000-53088
|
|
91-2079472
|
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification
No.)
|
|
3609
S. Wadsworth Blvd., Suite 250, Lakewood, Colorado
|
80235
|
|
Address of
principal executive offices
|
Zip
Code
|
Registrant’s
telephone number, including area
code: 866-464-5844
(Former
name or former address, if changes 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 (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
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))
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(a) Departure
of Officer. Effective July 31, 2017, the tenure of Colette
C. Pieper as Chief Financial Officer of Command Center, Inc.
(“Command Center”) ended with Ms. Pieper’s
resignation.
In
connection with her resignation, Command Center and Ms. Pieper
entered into an Executive Severance Agreement (the “Severance
Agreement”). The Severance Agreement was approved
by Command Center’s Board of Directors.
A
summary of the key terms of the Severance Agreement entered into
with Ms. Pieper is as follows:
●
Acknowledges Ms.
Pieper’s resignation as of the Effective Date (as the term is
defined in the Severance Agreement) of July 31, 2017.
●
She will receive
her base salary through the end of her previously entered executive
employment agreement (September 1, 2017).
●
She will receive an
additional severance payment in the amount of
$100,000.
●
In the Severance
Agreement, she provided a release of all claims she may have
against Command Center as of the Effective Date (as the term is
defined in the Severance Agreement).
●
The Severance
Agreement includes confidentiality and non-disparagement
provisions.
The
foregoing description of the Severance Agreement is qualified in
its entirety by reference to the complete terms and conditions of
such Severance Agreement (a copy of which is filed as Exhibit 10.6
to this Current Report on Form 8-K).
(b) Appointment
of Officer. Command Center’s Board of Directors (the
“Board”) named Cory Smith as Command Center’s
Chief Financial Officer as of July 31, 2017.
The
Board believes Mr. Smith will bring significant financial and
accounting experience to Command Center. Additionally, due to his
nearly six years of previous experience with Command Center, Mr.
Smith possesses a wealth of understanding of the company’s
business, operations, and financial and accounting practices. He
was previously employed by Command Center from 2010 through 2015,
serving as the company’s Controller during the final two
years of his tenure. Before rejoining Command Center, he was
employed by Southeast Staffing (formerly Worldwide Staffing)
beginning in 2015, where he served as Vice President of Finance.
From 2005 to 2010, Mr. Smith worked as a Certified Public
Accountant, primarily performing attestation work. Mr. Smith
received his Bachelor of Science in Business Administration from
Lewis-Clark State College.
In
connection with his appointment on July 31, 2017, Command Center
and Mr. Smith entered into an Executive Employment Agreement (the
“Employment Agreement”). The Employment
Agreement was approved by Command Center’s
Board.
A
summary of the key terms of the Employment Agreement entered into
with Mr. Smith is as follows:
●
His annual base
salary will be $150,000, which is guaranteed for a 12-month period
unless he is found to have committed fraud, theft, or similar
serious fraudulent or criminal activity.
●
He is also
entitled to certain relocation expenses, travel and expense
reimbursement, professional membership expenses, education
expenses, and vacation.
●
In the event of a
change in control (as defined in the Employment Agreement), he will
continue to receive his base salary for six months or through the
end of the Employment Period (as the term is defined in the
Agreement) whichever is longer.
●
Noncompetition and
confidentiality provisions are applicable under the Employment
Agreement.
●
The Employment
Agreement is effective July 22, 2017, and continues for one year
unless sooner terminated (the “Employment Term”). On
July 22, 2018, the Employment Term will automatically be extended
for an additional year unless either party gives timely written
notice of intention not to extend the Employment Term.
The
foregoing description of the Employment Agreement is qualified in
its entirety by reference to the complete terms and conditions of
such Agreement (a copy of which is filed as Exhibit 10.7 to this
Current Report on Form 8-K).
There
are no transactions, or a series of similar transactions, or any
currently proposed transactions, or a series of similar
transactions, to which the Company was or is to be a party, in
which the amount exceeds $120,000, and in which Mr. Smith had, or
will have a direct or indirect material interest. Mr. Smith has no
family relationships with any director or executive
officers.
Item 9.01 Financial Statements and Exhibits
The
Company’s press release dated August 3, 2017, announcing the
appointment of Cory Smith as Chief Financial Officer is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is attached
hereto.
Exhibit
99.1 shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the
liabilities under that Section and shall not be deemed to be
incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange
Act.
(c)
Exhibits
|
Executive
Severance Agreement, effective July 31, 2017, between the Company
and Colette C. Pieper
|
|
|
Executive
Employment Agreement, dated July 22, 2017, between the Company and
Cory Smith
|
|
|
Press
Release issued by the Company on August 3, 2017
|
This Form 8-K may include statements that are
“forward-looking statements.” There are risks that the
Company faces that could cause actual results to be materially
different from those that may be set forth in forward-looking
statements made by the Company. There also may be additional risks
that the Company does not presently know or that it currently
believes are immaterial which could also impair its business and
results of operations. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Additional
information regarding factors that could materially affect results
and the accuracy of the forward-looking statements contained herein
may be found in the Company’s Annual Report on Form 10-K for
the year ended December 30, 2016, filed with the SEC and any
subsequent filings with the SEC.
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.
|
Command Center, Inc.
|
August
4, 2017
|
/s/ Brendan Simaytis
Secretary