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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): |
September
13, 2024 |
LAZYDAYS
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38424 |
|
82-4183498 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4042
Park Oaks Blvd., Suite 350, Tampa, Florida |
|
33610 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code |
|
(813)
246-4999 |
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 (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(s) |
|
Name
of each exchange on which registered |
Common
stock |
|
GORV |
|
Nasdaq
Capital 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
1.01 Entry into a Material Definitive Agreement.
The
disclosures in Item 5.02 of this Current Report on Form 8-K regarding the Transitional Work and Separation Agreement are incorporated
in this Item 1.01 by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 13, 2024, Kelly Porter resigned as the Chief Financial Officer of Lazydays Holdings, Inc., a Delaware corporation (the “Company”).
In connection with her resignation, Ms. Porter and the Company entered into a transitional work and employment separation agreement (the
“Transitional Work and Separation Agreement”), pursuant to which, among other things, Ms. Porter agreed to
provide certain transitional services to the Company and a release of claims against the Company and its affiliates, and the Company
agreed to provide Ms. Porter specified health insurance reimbursements under COBRA and severance. A copy of the Transitional Work and
Separation Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1.
Item
8.01 Other Events.
The
Company has engaged CR3 Partners, LLC as an independent financial advisor of the Company.
Item
9.01 Financial Statements and Exhibits.
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.
|
LAZYDAYS
HOLDINGS, INC. |
|
|
|
September
19, 2024 |
By: |
/s/
Ronald Fleming |
Date |
|
Ronald
Fleming |
|
|
Interim
Chief Executive Officer |
Exhibit
10.1
September
19, 2024
Kelly
Porter
2379
Evan Way
Central
Point, Oregon 97502
Re: |
Transitional
Work and Employment Separation Agreement |
Dear
Kelly:
As
you know, you provided Lazydays Holdings, Inc. (the “Company”) written notice of your intent to resign your employment
with the Company effective September 13, 2024. Each capitalized term used but not defined in this letter has the meaning given to it
in your October 3, 2022 Employment Agreement (the “Employment Agreement”). This Transitional Work and Employment Separation
Agreement (this “Agreement”) proposes an agreement to ensure an amicable transition from your employment on the terms
outlined below:
1.
Resignation; Transitional Work. The Company accepts your resignation as Senior Vice President, Chief Financial Officer and Corporate
Secretary of the Company under the Employment Agreement effective as of September 13, 2024. You further agree you resigned from any and
all officer, director and other positions you hold with any member of the Company and its subsidiaries (the “Company Group”)
as of September 13, 2024, and you agree to execute and deliver such further instruments as are reasonably requested by the Company in
furtherance of the above. You agree that from September 14, 2024 through October 4, 2024 (“Transitional Work Period”),
you will continue to be employed by the Company subject to the terms outlined in this Agreement. You will perform substantially the same
duties you have performed throughout your employment with the Company, with a particular focus on facilitating a smooth transition for
the Company after your departure. During the Transitional Work Period, you will be paid the same Base Salary you had under the Employment
Agreement. You will be allowed to work remotely from September 18, 2024 until October 3, 2024.
2.
Benefits. During the Transitional Work Period, the Company will provide the same benefits you had under the Employment Agreement.
After the Transitional Work Period, the Company will pay you any earned vested benefits under any employee benefit plans under Section
4(b) of the Employment Agreement in which you were a participant immediately prior to the Date of Termination, which amounts will be
payable in accordance with the terms and conditions of such benefit plans and Company policy. You agree and acknowledge that there will
be no acceleration of vesting of any equity awards of the Company held by you in connection with your resignation and your outstanding
awards, to the extent unvested as of the of the Transitional Work Period, will terminate to the extent provided in accordance with their
respective terms.
3.
Post-Employment Transition Services. After the Transitional Work Period, you agree to be reasonably available on request of the
Company to consult with the Company as needed in order to ensure a smooth and orderly transition (the “Post-Employment Transition
Services”). You and the Company agree that the Post-Employment Transition Services will not exceed 8 hours per month in October
2024 after the end of the Transitional Work Period, 4 hours per month in November 2024, and 2 hours per month in each month thereafter
for which you receive the Health Insurance Stipend, provided however that you agree to provide Post-Employment Transition Services through
at least the end of 2024, even if the Health Insurance Stipend ends sooner.
4.
Separation Pay. If you sign and do not revoke this Agreement and the Supplemental Release attached as Exhibit A and provided that
you cooperate in good faith during the Transitional Work Period and provide the Post-Employment Transition Services as outlined in this
Agreement, the Company will pay you $100,000 in Separation Pay, less applicable deductions and withholdings. The Separation Pay shall
be payable in two equal installments, the first payment ($50,000) within 15 days after the Effective Date of this Agreement and the second
payment ($50,000) within 15 days after the Effective Date of the Supplemental Release.
5.
Health Insurance Stipend. After your employment ends, you will be eligible to enroll in health insurance coverage at your own
expense under COBRA, as provided by applicable law. In consideration for you signing and not revoking this Agreement and the Supplemental
Release and for providing the post-employment transition services contemplated in Section 3, if you timely elect COBRA to continue
health coverage, the Company will reimburse your COBRA premiums up to $2,000 per month, less applicable deductions and withholdings (the
“Health Insurance Stipend”). The Health Insurance Stipend will cover each month from November 1, 2024 until December
31, 2025, or until you are no longer entitled to COBRA coverage, whichever is earlier. The Company will pay the Health Insurance Stipend
to you on a monthly basis and report it as taxable income. You agree to promptly notify the Company if you or a covered dependent become
eligible for other employer-provided health insurance or otherwise become ineligible for COBRA coverage before December 31, 2025.
6.
Return of Company Property. On your last day of employment or immediately thereafter, you must return any and all Company property
in your possession or control, including but not limited to any Company credit cards, keys, card keys, employee badges, computers, cell
phones, tablet devices, documents (including all financial and accounting documents), manuals, customer and product lists and information,
equipment, supplies, strategic planning information, and human resources information, as well as any other property belonging to the
Company or any Company-owned or affiliated company. Notwithstanding the foregoing, you may retain your Company laptop if you first have
the Company’s IT team wipe all Company data from the device.
7.
Release of Claims. In consideration for the benefits provided in this Agreement, you and your heirs, executors, representatives,
agents, insurers, administrators, successors and assigns fully waive, release and discharge the Company and each member of the Company
Group and their respective current and former directors, officers, employees, agents, attorneys, insurers, representatives and assigns
(the “Released Parties”), from any and all liability, damages, claims or causes of action, direct or indirect, known
or unknown, relating in any way to your employment with or other service to the Company or the termination of that employment or service.
This includes but is not limited to any claims under federal or state law. You acknowledge and understand that by entering into this
Agreement, you are waiving and releasing any legal claims you may have relating to your employment at or service to the Company and the
termination of that employment or service.
This
release does not waive any rights you may have, if any, in vested retirement benefits with the Company or for unemployment compensation
benefits with a state agency. The above release also does not prevent you from pursuing a claim that the Company has violated the terms
of this Agreement. Your release also does not prevent you from filing a claim for discrimination, or participating in an investigation,
with the Equal Employment Opportunity Commission, the National Labor Relations Board or any applicable state labor agency, but you agree
not to accept any monetary damages or other compensation for any claim, except as provided by applicable law (such as Securities and
Exchange Commission bounties, the right to which are not affected by this agreement).
8.
Specific Release of ADEA Claims. In further consideration of the benefits provided in this Agreement, you hereby irrevocably and
unconditionally fully and forever waive, release and discharge the Released Parties from any and all claims, whether known or unknown,
from the beginning of time to the date of your execution of this Agreement, arising under the Age Discrimination in Employment Act (“ADEA”),
as amended, and its implementing regulations, including the Older Workers’ Benefit Protection Act. By signing this Agreement, you
hereby acknowledge and confirm that (i) you have read this Agreement in its entirety and understand all of its terms; (ii) you have been
advised of and have availed yourself of your right to consult with your attorney prior to executing this Agreement; (iii) you knowingly,
freely and voluntarily agree to all of the terms and conditions set out in this Agreement, including, without limitation, the waiver,
release and covenants contained herein; (iv) you are executing this Agreement, including the waiver and release, in exchange for good
and valuable consideration in addition to anything of value to which you are otherwise entitled; (v) you were given at least twenty-one
(21) days to consider the terms of this Agreement and consult with an attorney of your choice, although you may sign it sooner if desired;
(vi) you understand that you have seven (7) days from the date you sign this Agreement to revoke the release in this Section by delivering
notice of revocation to the Chair of the Board of Directors of the Company by e-mail before the end of such seven (7)-day period; and
(vii) you understand that the release contained in this paragraph does not apply to rights and claims that may arise after the date on
which you sign this Agreement. The parties agree that any changes to this Agreement, whether material or not, do not restart the running
of the twenty-one (21)-day period.
If
you sign and do not revoke this Section, this Agreement will become effective, in its entirety, on the eighth (8th) day after you sign
this Agreement (the “Effective Date”).
9.
Covenant Not to Sue. You agree not to lodge, file or bring any suit, charge, complaint or other form of action against the Released
Parties, relating in any way whatsoever to any matters released herein. This paragraph does not apply to charges filed with the Equal
Employment Opportunity Commission or an equivalent state or federal government agency.
10.
Supplemental Release. After the Transitional Work Period ends and no later than October 11, 2024, you agree to execute the Supplemental
Release attached hereto as Exhibit A. You understand and agree that if you do not timely sign the Supplemental Release or if you sign
but later revoke the Supplemental Release, you will not be eligible for the Separation Pay provided above.
11.
Restrictive Covenants. You acknowledge and reaffirm your obligations under the Restrictive Covenants in Section 7 of your Employment
Agreement, which remain in full force in effect.
12.
Cooperation with Company Matters. You acknowledge and reaffirm the post-termination cooperation provisions in Section 7(l) of
your Employment Agreement, which remain in full force and effect.
13.
No Section 16 Filings Due. You certify after a review of your records that you have filed (or another person has filed on your
behalf) with the Securities and Exchange Commission reports on Form 4 with respect to all reportable transactions under Section 16 of
the Securities Exchange Act of 1934 occurring during this fiscal year on or prior to the date hereof. You agree to provide any and all
further certifications reasonably requested by the Company regarding reports under Section 16 of the Securities Exchange Act of 1934.
14.
Right to Seek Injunctive Relief. You acknowledge that any breach of your obligations under this Agreement and/or Section 7 of
your Employment Agreement would constitute a material breach of the Agreement. You further acknowledge that the Company’s remedy
at law for any actual or threatened breach of those obligations would be inadequate and that the Company will, in addition to whatever
remedies it may have at law or in equity under this Agreement, be entitled to immediate injunctive relief from any actual or threatened
breach of those provisions.
15.
Entire Agreement; Applicable Law. This Agreement reflects the entire agreement and understanding between you and the Company and
supersedes and replaces all other oral or written understandings regarding your employment except the terms of the Employment Agreement
which survive in accordance with its terms. You acknowledge that you are not entitled to any further pay or benefits under your Employment
Agreements except as specifically provided herein. You acknowledge that you are not relying upon any other representations, arrangements
or understandings in signing this Agreement. This Agreement shall be construed in accordance with and governed by the statutes and common
law of the State of Florida. No changes may be made to the terms of this Agreement except in a writing signed by you and the Company
through the Chair of the Board of Directors of the Company. The jurisdiction of the federal and state courts in Florida shall be exclusive.
16.
Severability. If any portion or provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will
be deemed severable, will not be affected, and will remain in full force and effect.
17.
Voluntary Execution. You acknowledge that you have read this Agreement and understand it, and that you are entering into it voluntarily.
THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
If
you agree to this Agreement, please sign and return it to me. If you have any questions concerning this Agreement, please feel free to
contact me. I thank you for all you have done for the Company during your employment and wish you success in the future.
Sincerely, |
|
|
|
|
Lazydays
Holdings, Inc. |
|
|
|
|
By: |
/s/
Robert DeVincenzi |
|
Name: |
Robert
DeVincenzi |
|
Title: |
Chair
of the Board of Directors |
|
I
have carefully reviewed the Transitional Work and Employment Separation Agreement set forth above. I understand that it includes a release
of legal claims, and I knowingly and voluntarily accept its terms.
/s/
Kelly Porter |
|
September
19, 2024 |
Employee
signature |
|
Date |
|
|
|
Kelly
Porter |
|
|
Employee
name printed |
|
|
Exhibit
A
SUPPLEMENTAL RELEASE
Pursuant
to the terms of the Transitional Work and Employment Separation Agreement (the “Agreement”) between Lazydays Holdings,
Inc. (the “Company”) and Kelly Porter (“you”), the parties agree as follows:
Separation
Payment. Pursuant to the Agreement between you and the Company, you are eligible for the Separation Pay provided in the Agreement
on the condition that you sign this Supplemental Release. You agree that if you do not sign this Supplemental Release or if you sign
but later revoke it as provided below, then you will not be eligible for the Separation Pay provided in the Agreement.
Supplemental
Release and Waiver. In consideration for the Separation Pay identified in the Agreement, and to the fullest extent permitted under
applicable law, you and your heirs, executors, representatives, agents, insurers, administrators, successors and assigns fully waive,
release and discharge the Company and each of its subsidiaries and their respective current and former directors, officers, employees,
agents, attorneys, insurers, representatives and assigns (the “Released Parties”) from any and all liability, damages,
claims or causes of action, direct or indirect, known or unknown, relating in any way to your employment with the Company or the termination
of that employment. You acknowledge and understand that by entering into this Agreement, you are waiving and releasing any legal claims
you may have relating to your employment at the Company and the termination of that employment. This release includes all claims against
the Released Parties under any local, state, or federal statutory or common laws.
This
release does not waive any rights you may have, if any, in vested retirement benefits with the Company or for unemployment compensation
benefits with a state agency. The above release also does not prevent you from pursuing a claim that the Company has violated the terms
of this Agreement. Your release also does not prevent you from filing a claim for discrimination, or participating in an investigation,
with the Equal Employment Opportunity Commission, the National Labor Relations Board or any applicable government agency, but you agree
not to accept any monetary damages or other compensation for any claim, except as provided by applicable law (such as Securities and
Exchange Commission bounties, the right to which are not affected by this agreement).
Specific
Release of ADEA Claims In further consideration of the Separation Pay identified in the Agreement, you hereby irrevocably and unconditionally
fully and forever waive, release, and discharge the Released Parties from any and all claims, whether known or unknown, from the beginning
of time to the date of your execution of this Agreement, arising under the Age Discrimination in Employment Act (“ADEA”),
as amended, and its implementing regulations, including the Older Workers’ Benefit Protection Act. By signing this Agreement, you
hereby acknowledge and confirm that (i) you have read this Agreement in its entirety and understand all of its terms; (ii) you have been
advised of your right to consult with your attorney prior to executing this Agreement; (iii) you knowingly, freely and voluntarily agree
to all of the terms and conditions set out in this Agreement, including, without limitation, the waiver, release and covenants contained
herein; (iv) you are executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition
to anything of value to which you are otherwise entitled; (v) you were given at least twenty-one (21) days to consider the terms of this
Agreement and consult with an attorney of your choice, although you may sign it sooner if desired; (vi) you understand that you have
seven (7) days from the date you sign this Agreement to revoke the release by delivering notice of revocation to Chair of the Board of
Directors of the Company before the end of such seven (7)-day period; and (vii) you understand that the release contained in this paragraph
does not apply to rights and claims that may arise after the date on which you sign this Agreement. The parties agree that any changes
to this Agreement, whether material or not, do not restart the running of the twenty-one (21)-day period. If you sign and do not revoke
this Agreement, it will become effective on the 8th day after you sign (“Supplemental Release Effective Date”).
Receipt
of Compensation. You acknowledge and agree that you have been paid all wages and other compensation due and owing as a result of
your employment with the Company.
Return
of Company Property. By signing below, you certify that you have returned all Company property including but not limited to financial
data, customer lists, paper files, electronic files (on your computer, in the cloud or stored elsewhere), key cards, credit cards, computers
or other electronic equipment, and any other Company property in your custody or possession, except as explicitly provided in the Agreement
or as agreed in writing by the Chair of the Board of Directors.
Please
review carefully. This agreement contains a release of claims. If you sign, you agree that you are doing so knowingly and voluntarily.
Please
note that this release is valid only if signed on or after the last day of the Transitional Work Period.
|
|
|
Employee
signature |
|
Date |
|
|
|
Kelly
Porter |
|
|
Employee
name printed |
|
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