GPGI, Inc. current report, 21 September 2022

Full document

Business Context and Reporting Period

CompoSecure, Inc. filed a Form 8-K dated September 21, 2022, under Item 5.02. The filing reports a Board of Directors resignation and replacement. The submitted metadata identifies GPGI, Inc., but the filing registrant is CompoSecure, Inc. (Nasdaq: CMPO; warrants: CMPOW).

Financial Metrics

This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics.

Material Changes

  • Dr. Donald Basile resigned from the Board effective September 21, 2022, at 8:59 a.m. Eastern Time.
  • The resignation notice stated that it was not due to disagreements with the Company concerning operations, policies, or practices.
  • Roman DBDR Tech Sponsor LLC exercised its designation right under the Stockholders Agreement and designated Paul S. Galant to fill the vacancy.
  • The Board elected Mr. Galant as a director effective immediately, with a term expiring at the 2024 annual meeting of stockholders.
  • Mr. Galant entered into a customary indemnification agreement with the Company. He was not serving on any Board committees at the filing date, although he could be appointed to committees in the future.

Guidance, Outlook, Risks, and Unusual Items

The filing provides no financial guidance or operational outlook. It includes no reported contingency, litigation matter, or unusual financial item. The principal governance-related item is the Board transition and the appointment of a director with prior senior leadership experience in payments, financial services, technology, and device-services businesses.

Investor Verification Items

  • Verify the registrant identity and ticker information because the request metadata names GPGI, Inc., while the filing names CompoSecure, Inc.
  • Review the Stockholders Agreement and Roman DBDR Tech Sponsor LLC’s director-designation rights.
  • Monitor Mr. Galant’s committee assignments and any subsequent changes to Board composition.
  • Review Exhibit 99.1, the September 21, 2022 press release, for the Company’s additional description of the appointment.