Business Context and Reporting Period
This Form 8-K Current Report was filed by HC2 Holdings, Inc. on July 11, 2016. The filing discloses the entry into a material definitive agreement with Wayne Barr, Jr., a former independent member of the Board of Directors.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to the compensation terms of the new consulting agreement:
- Monthly Fee: $15,000 per month.
- Expense Reimbursement Cap: $21,000 aggregate for the initial term.
- Initial Term: Six months.
Material Changes
On July 11, 2016, the Company entered into an Independent Consulting Services Agreement with Wayne Barr, Jr. Effective July 1, 2016, Mr. Barr ceased to be an independent member of the Board to assume this consulting role. The agreement allows for the extension of the initial six-month term at the Company's election with 30 days' notice.
Outlook, Risks, and Management Commentary
Mr. Barr will provide general business and management advice regarding the management, financing, acquisition, and/or disposition of existing and potential portfolio companies. The filing notes that Mr. Barr will continue to receive usual and customary fees for his remaining Board memberships and retain all stock-based compensation awarded in connection with those roles. No specific risks, contingencies, or forward-looking guidance regarding the Company's overall financial outlook are provided in this report.
Investor Verification Checklist
- Verify the total potential cost of the consulting agreement including the $15,000 monthly fee and up to $21,000 in reimbursable expenses.
- Confirm the impact of Mr. Barr's departure from the independent Board on the Company's corporate governance structure.
- Review the attached Exhibit 10.1 for specific termination clauses or performance conditions not detailed in the summary.
- Check subsequent filings to determine if the initial six-month term was extended.