Business Context and Reporting Period
This Form 8-K is a current report filed by Wizard World, Inc. (not Prairie Operating Co.) on April 25, 2016, covering events occurring on April 19, 2016, and April 22, 2016. The filing addresses significant changes in corporate leadership, specifically the resignation of the Chief Executive Officer and the appointment of new executive and board leadership.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on personnel changes and compensatory arrangements.
Material Changes
- Resignation of CEO: John Macaluso resigned as Chief Executive Officer, President, and Director effective April 19, 2016. The resignation was not due to any disagreement with the Company.
- Appointment of CEO: John D. Maatta was appointed President and Chief Executive Officer, effective May 3, 2016. He brings experience from The CW Television Network and The WB.
- Appointment of Chairman: Paul L. Kessler was appointed Chairman of the Board effective April 22, 2016. Mr. Maatta will remain a board member.
- Committee Changes: Effective April 22, 2016, Mr. Maatta resigned from the Compensation Committee and the Nominating and Corporate Governance Committee.
Compensatory Arrangements and Outlook
Mr. Maatta will serve an initial term of 24 months with an annual base salary of $250,000 and eligibility for a performance-based bonus. A formal employment agreement is expected within 30 days of his appointment.
The Company granted Mr. Maatta options to purchase up to 1,100,000 shares of common stock under the following schedule:
| Number of Options | Exercise Price | Vesting Date |
|---|---|---|
| 300,000 | $0.50 | Only upon a Change in Control |
| 100,000 | $0.50 | June 30, 2016 |
| 100,000 | $0.50 | September 30, 2016 |
| 100,000 | $0.50 | December 31, 2016 |
| 100,000 | $0.55 | March 31, 2017 |
| 100,000 | $0.55 | June 30, 2017 |
| 100,000 | $0.55 | September 30, 2017 |
| 100,000 | $0.60 | December 31, 2017 |
| 100,000 | $0.60 | March 31, 2018 |
All options vest immediately upon a Change in Control. The Board believes Mr. Maatta's entertainment industry experience and Mr. Kessler's capital formation expertise will contribute to the Company's growth as a digital entertainment and event company.
Investor Verification Checklist
- Verify the execution of the formal employment agreement for John D. Maatta within the 30-day window.
- Confirm the specific definition of "Change in Control" in the employment agreement to understand the vesting trigger for the 300,000 options.
- Review the Company's most recent Form 10-K (filed April 14, 2016) for related party transactions and financial context not included in this 8-K.
- Monitor the transition period between the resignation of Mr. Macaluso and the effective start date of Mr. Maatta (May 3, 2016).