Attached files
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| EX-10.1 - SETTLEMENT AGREEMENT - HireQuest, Inc. | ccni_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) April 16, 2018
COMMAND CENTER, INC.
(Exact
name of registrant as specified in its charter)
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Washington
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000-53088
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91-2079472
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3609 S. Wadsworth Blvd., Suite 250 Lakewood, CO
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80235
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(Address
of principal executive offices)
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(Zip
Code)
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(866) 464-5844
(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 (see General Instruction A.2.
below):
☐
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 Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR §240.12b-2). 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
1.01
Entry Into a Material Definitive Agreement.
On April 16, 2018, we entered into a settlement agreement with
Ephraim Fields, Echo Lake Capital, Keith Rosenbloom, Lawrence F.
Hagenbuch, Randall Bort, and Sean Gelston (collectively, the
“Participants”) to settle the proxy contest pertaining
to the election of directors to our Board of Directors (the
“Board”). The settlement agreement provides, among
other things:
●
We
agreed to appoint Lawrence F. Hagenbuch to the Board, effective
April 16, 2018.
●
We
agreed to nominate Lawrence F. Hagenbuch, Richard K. Coleman, Jr.,
Steven Bathgate, Steve Oman, R. Rimmy Malhotra, JD Smith, and Galen
Vetter for election to the Board at the 2018 annual meeting, with
each to serve a term of one year.
●
We
agreed that if Lawrence F. Hagenbuch is unable to serve as a
director of Command Center due to death or incapacity prior to our
annual meeting, Ephraim Fields may nominate a replacement director
candidate provided that any substitute is reasonably acceptable to
us and meets our qualification standards.
●
The
Participants agreed to vote by proxy and vote all shares of common
stock owned by each Participant and its affiliates in favor of the
election of directors nominated by the Board and not solicit
proxies for any other nominees.
●
The Participants agreed to observe normal and
customary standstill provisions during the period beginning on the
date of the settlement agreement until the date of the earlier of either a breach of any
commitments or obligations set forth in the settlement agreement
that has not been cured within five business days after notice to
us or the date that is 30 days prior to the first date that a
shareholder may properly notify us that it intends to submit a
shareholder proposal under Rule 14a-8 or nominate a candidate for
election as director at the 2019 annual meeting. The standstill
provisions provide, among other things, that the Participants will
not during the standstill period:
o
Submit
any shareholder proposal or any notice of nomination or other
business for consideration at the 2018 annual meeting or nominate
any candidate for election other than permitted by the settlement
agreement;
o
Engage
in any solicitation or become a “participant in a
solicitation” in opposition to the recommendation or proposal
of the Board or induce or attempt to induce another person in
voting with common stock at the 2018 annual meeting;
o
Vote
for any nominee or nominees for election to the Board at the 2018
annual meeting other than those nominated or supported by the
Board;
o
Seek
to call or to request the call of a special meeting of the
shareholders or make a request for a list of our shareholders or
for any of our books and records;
o
Seek
to place a representative or other affiliate, associate or nominee
on the Board or seek the removal of any member of the Board or a
change in the size or composition of the Board;
o
Acquire
or agree, offer, seek or propose to acquire ownership of any our
assets or business or any rights or options to acquire any such
assets or business from any person unless the Participants either
obtain the consent of the Board, follow a process authorized by the
Board, or following a public announcement of a transaction that
requires a vote of the shareholders; and
o
Seek,
propose or solicit, negotiate with, or provide any information to
any person with respect to a merger, consolidation, acquisition of
control or other similar transaction involving us, our
subsidiaries, or our business whether or not any transaction
involves a change of control unless the Participants either obtain
the consent of the Board, follow a process authorized by the Board,
or following a public announcement of a transaction that requires a
vote of the shareholders.
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Item
5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In connection with the settlement agreement described in Item 1.01
above, effective April 16, 2018, the Board appointed Lawrence F.
Hagenbuch to serve as director on the Board.
Lawrence Hagenbuch, age 51, brings to Command Center extensive
operations and board experience, along with expertise in the
creation of innovative marketing and planning strategies. Mr.
Hagenbuch is currently Chief Operating Officer and Chief Financial
Officer for J. Hilburn, Inc., a custom clothier for men. He has
been with J. Hilburn since May 2010. Mr. Hagenbuch served on the
board of directors and the audit and compensation committees of
publicly traded Remy International from 2008 until the sale of that
company in 2015. He currently serves on the board of directors of
Arotech Corp., a Nasdaq-listed company. Previously, Mr. Hagenbuch
has served in senior management positions for Suntx Capital
Partners, Alix Partners, GE / GE Capital and American National Can.
He began his professional career in the U.S. Navy. Mr. Hagenbuch
earned an undergraduate degree in engineering from Vanderbilt
University and an MBA from the Wharton School of the University of
Pennsylvania. Mr. Hagenbuch serves as a founding board member of
the veteran’s service charity, Soldiers Who
Salsa.
This
Form 8-K may contain forward-looking statements. These statements
relate to our expectations for future events and future financial
performance. Generally, the words “intend,”
“expect,” “anticipate,”
“estimate,” or “continue” and similar
expressions identify forward-looking statements. Forward-looking
statements involve risks and uncertainties, and future events and
circumstances could differ significantly from those anticipated in
the forward-looking statements. These statements are only
predictions. In addition to other factors discussed in this report,
some of the important factors that could cause actual results to
differ from those discussed in the forward-looking statements
include risk factors described in Item 1A of our Form 10-K, filed
March 29, 2018. Readers are cautioned not to place undue reliance
on these forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Our expectations, beliefs, or
projections may not be achieved or accomplished. We do not, nor
have we authorized any other person to, assume responsibility for
the accuracy and completeness of the forward-looking statements. We
undertake no duty to update any of the forward-looking statements
after the date of this report, whether as a result of new
information, future events, or otherwise, except as required by
law. You are advised to consult further disclosures we may make on
related subjects in our filings with the Securities and Exchange
Commission, or the SEC.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Settlement
Agreement, dated April 16, 2018, among Command Center, Inc.,
Ephraim Fields, Echo Lake Capital,
Keith Rosenbloom, Lawrence F. Hagenbuch, Randall Bort, and Sean
Gelston.
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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.
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Command Center,
Inc.
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(Registrant)
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Date:
April 18, 2018
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/s/ Brendan
Simaytis
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Name: Brendan
Simaytis
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Title: Secretary
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