SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 4, 2021 (May 3, 2021)
SEQUENTIAL BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
|(Commission File Number)||(I.R.S. Employer Identification No.)|
1407 Broadway, 38th Floor, New York, NY 10018
(Address of Principal Executive Offices/Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|x||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common stock, par value $0.01 per share||SQBG||NASDAQ Capital Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.
On May 3, 2021, Mr. William Sweedler resigned as Executive Chairman and director of the board of directors of Sequential Brands Group, Inc. (the “Company”) in order to pursue other matters. The resignation did not involve a disagreement with the Company on any matter relating to its operations, policies or practices. Ms. Lorraine DiSanto, the Company’s Chief Financial Officer and principal financial and accounting officer, has been appointed to serve as principal executive officer of the Company effective as of Mr. Sweedler’s resignation from the Company. Ms. Silvia Mazzucchelli, who currently resides on the Company’s board of directors has been appointed to serve as Chairwoman of the board of directors effective as of Mr. Sweedler’s resignation from the board. The Company thanks Mr. Sweedler for his many years of service as Chairman and a director of the Company.
Item 8.01 Other Events.
Mr. Sweedler will no longer stand for re-election at the Company’s upcoming Annual Meeting of Shareholders on June 11, 2021. Further, following Mr. Sweedler’s resignation, the board of directors decreased the size of the board to 4 members.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Sequential Brands Group, Inc.|
|Date: May 4, 2021||By:||/s/ Lorraine DiSanto|
|Title:||Chief Financial Officer|