Business Context and Reporting Period
Local Bounti Corporation filed this Form 8-K on March 21, 2023, reporting an event dated March 17, 2023. The company is a Delaware corporation headquartered in Hamilton, Montana, with common stock and warrants listed on the New York Stock Exchange under LOCL and LOCL WS.
Material Corporate Governance Change
Effective May 15, 2023, the board expanded by one seat and appointed Jennifer Carr-Smith as a Class III director and member of the Compensation Committee. The board determined that Ms. Carr-Smith is independent under applicable NYSE requirements and the company’s corporate governance guidelines.
Ms. Carr-Smith has experience in consumer, e-commerce, grocery, and high-growth businesses. She is President of JCS Advisory Services, LLC, Co-Founder and President of Athena Consumer Acquisition Corp., Chair of Blue Apron Holding, Inc., a non-executive director of Woolworths Group, and a director of several private companies.
Compensation and Related Matters
Ms. Carr-Smith will receive the same annual board and committee service retainers as the company’s other non-employee directors. The company will enter into an indemnification agreement with her in the same form used for its existing independent directors.
The filing states that Ms. Carr-Smith was not appointed pursuant to an arrangement or understanding with any person and that she has no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Financial Metrics, Outlook, and Risks
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, guidance, or operating outlook information. It also does not identify new financial contingencies or unusual financial items.
Most Important Facts to Verify
- Verify that the appointment and Compensation Committee membership became effective on May 15, 2023.
- Review the company’s subsequent filings for any changes to board composition, committee membership, or director compensation.
- Consult the company’s periodic financial filings for financial performance, liquidity, debt, risks, and operating outlook, which are not addressed in this Form 8-K.
- Note that the press release furnished as Exhibit 99.1 was provided under Regulation FD and is not deemed filed for purposes of Section 18 of the Exchange Act.