Business Context and Reporting Period
This Form 8-K Current Report was filed by Greenwave Technology Solutions, Inc. on April 18, 2022, covering corporate governance events occurring on April 18, 2022, and April 19, 2022. The Company is incorporated in Delaware and maintains its principal executive offices in Suffolk, Virginia.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
The primary material change reported is the expansion of the Board of Directors:
- April 18, 2022: The Board size increased from one to three members. Cheryl Lanthorn and John Wood were appointed as directors and members of the Audit, Compensation, and Nominating and Corporate Governance Committees.
- April 19, 2022: The Board size increased from three to four members. J. Bryan Plumlee was appointed as a director and member of the Committees. Mr. Plumlee was subsequently elected Chairman of the Compensation and Nominating and Corporate Governance Committees, as well as Chairman of the Audit Committee.
- Independence: Messrs. Plumlee and Wood, and Mrs. Lanthorn, are deemed "independent" directors under Nasdaq Stock Market LLC rules.
Guidance, Outlook, and Compensation
The filing outlines specific compensatory arrangements for the newly appointed directors, effective upon the Company's stock being listed on a national stock exchange:
- J. Bryan Plumlee: $7,500 quarterly.
- John Wood and Cheryl Lanthorn: $6,250 each, quarterly.
There is no forward-looking financial guidance, risk disclosure, or discussion of contingencies in this specific filing. The Company issued a press release on April 20, 2022, regarding these appointments, which is incorporated by reference.
Investor Verification Checklist
- Verify the Company's current stock listing status on a national exchange to confirm when director compensation becomes effective.
- Review the attached Press Release (Exhibit 99.1) for additional context on the strategic rationale for the Board expansion.
- Confirm the independence status of the new directors against the most recent Nasdaq listing standards.
- Check subsequent filings for the Company's 2022 Annual Meeting of stockholders to confirm the election of these directors.