Business Context and Reporting Period
This Form 8-K was filed by Eastside Distilling, Inc. (Note: Request metadata referenced "Beeline Holdings, Inc.", but the filing text identifies the registrant as Eastside Distilling, Inc.) on December 12, 2018, reporting events occurring on December 6, 2018. The filing addresses Item 5.02 regarding the appointment of a new officer and the execution of a new employment agreement.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the appointment of Mr. Robert Manfredonia as President of the Company, effective December 6, 2018. Mr. Manfredonia previously served as the Company's Vice President of National Accounts. Additionally, the Company entered into an Amended and Restated Employment Agreement with Mr. Manfredonia on the same date.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, financial outlook, or general management commentary regarding business strategy. It details the terms of the new employment agreement:
- Term: Initial term ending December 5, 2021.
- Base Salary: $150,000 annually.
- Bonus: Eligible for up to $100,000 per annum, subject to company results and individual performance.
- Equity: Recommendation to grant $37,500 worth of restricted stock units (RSUs) within the first 5 days of each quarter; RSUs are immediately vested. Potential for stock option grants at the discretion of the compensation committee.
- Benefits: Reimbursement for reasonable travel and out-of-pocket expenses, a $500 monthly car allowance, and standard senior executive benefits.
- Severance: Provision for a severance payment upon termination without cause.
Investor Verification Checklist
- Verify the exact name of the registrant (Eastside Distilling, Inc.) versus the metadata provided (Beeline Holdings, Inc.).
- Confirm the total equity compensation cost associated with the quarterly RSU grants ($37,500 per quarter).
- Review the specific terms of the "severance payment upon termination without cause" as the exact amount is not disclosed in this filing.
- Check the 2016 Equity Incentive Plan for details on the vesting and exercise terms of the recommended RSUs and potential stock options.