UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): June 21,
2021
Unico
American Corporation
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
000-03978
|
95-2583928
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
|
26050
Mureau Road
|
|
Calabasas,
California
|
91302
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(818)
591-9800
(Registrant's
Telephone Number, Including Area Code)
(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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol
|
|
Name of
each exchange on which registered
|
Common
Stock, No Par Value
|
|
UNAM
|
|
Nasdaq
Global Market
|
Indicate
by check mark whether the registrant is an emerging growth company
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.
Creation of Chief Operations Officer; Appointment of Chief
Operations Officer
On June 21, 2021, the Board of Directors (the
“Board”)
of Unico American Corporation (the “Company”)
created the position Chief Operations Officer pursuant to Article V
Section 3 of the Company’s Second Amended and Restated
Bylaws.
The same day, the Board appointed Michael Budnitsky to serve as the
Company’s Chief Operations Officer pursuant to the
Company’s Second Amended and Restated Bylaws. Mr.
Budnitsky’s appointment was effective as of June 21,
2021.
Upon
Mr. Budnitsky’s appointment as Chief Operations Officer, Mr.
Budnitsky will continue to serve as the Company’s Secretary,
and, on an interim basis, as the Company’s Chief Executive
Officer, President, Chief Financial Officer and Treasurer.
The information with respect to Mr.
Budnitsky’s background as required by Items 401(b), (d), and
(e) of Regulation S-K of the Securities Act of 1933, as amended
(the “Securities
Act”), is set forth in
the Company’s Definitive Proxy Statement for its Annual
Meeting of Stockholders filed with the Securities and Exchange
Commission on April 28, 2021, and such information is hereby
incorporated by reference herein.
On June 21, 2021, the Compensation Committee of the Board approved
certain changes to the compensation of Mr. Budnitsky in connection
with his appointment as the Chief Operations Officer. Effective
June 21, 2021, Mr. Budnitsky will be provided with an increase in
his annual base salary to $285,000. Contingent upon the
effectiveness of the Company’s registration statement on Form
S-8, registering 500,000 shares of the Company’s common stock
pursuant to the Unico American Corporation 2021 Equity Incentive
Plan, Mr. Budnitsky will be granted a one-time equity award of
12,500 non-qualified stock options and 12,500 shares of restricted
stock. Further information with respect to Mr. Budnitsky’s
compensation arrangements is set forth in Company’s
Definitive Proxy Statement for its Annual Meeting of Stockholders
filed with the Securities and Exchange Commission on April 28,
2021, and such information is hereby incorporated by reference
herein.
There are no transactions in which Mr. Budnitsky has an interest
requiring disclosure under Item 404(a) of Regulation S-K of the
Securities Act.
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.
|
UNICO
AMERICAN CORPORATION
(Registrant)
|
|
|
|
|
|
|
Date: June 25,
2021
|
By:
|
/s/ Michael
Budnitsky
|
|
|
Name:
|
Michael
Budnitsky
|
|
|
Title:
|
Chief Executive
Officer, President, Chief Operations Officer, Treasurer, Chief
Financial Officer and Secretary
|
|