Business Context and Reporting Period
Radiant Logistics, Inc. filed a Form 8-K Current Report on August 21, 2012, regarding events occurring on August 8, 2012. The Company is incorporated in Delaware and headquartered in Bellevue, Washington.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on corporate governance agreements.
Material Changes
The Board of Directors approved a form of Indemnification Agreement on August 8, 2012, to be entered into with current and future directors and executive officers. On August 21, 2012, the Company executed this agreement with Jack Edwards, a director, with plans to execute similar agreements with remaining directors and officers shortly thereafter.
Guidance, Outlook, and Risks
Management stated that the Indemnification Agreement is critical for attracting and retaining qualified directors and officers. The agreement provides indemnification for expenses, liabilities, and losses incurred in connection with service to the Company to the fullest extent permitted by Delaware General Corporation Law, excluding claims covered by insurance, proceedings initiated by the indemnitee against the Company without consent, or Section 16(b) profit accounting suits. The Company also agreed to advance expenses for legal proceedings, subject to reimbursement if indemnification is ultimately denied.
Investor Verification Checklist
- Verify the full text of the Indemnification Agreement attached as Exhibit 10.1.
- Confirm the execution status of agreements with remaining directors and executive officers.
- Review the Company's existing insurance policies to understand the scope of coverage excluded from this indemnification.
- Check subsequent filings to ensure all intended officers and directors have signed the agreement.