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FORM 8-K

 

 

 

Date of Report (Date of earliest event reported): December 4, 2023

 

 

 

 

Durango, Colorado 81303

 

Registrant's telephone number, including area code: (970) 259-0554

 

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 (see General Instruction A.2. below):

 

 

 

 

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

 

 

On December 4, 2023, pursuant to Rocky Mountain Chocolate Factory, Inc.’s (the “Company”) Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws, the Board of Directors of the Company (the “Board”) increased the size of the Board by one to a total of six seats. In connection with the vacancy on the Board created therewith, the Board appointed Steven L. Craig to serve as a director of the Company effective as of December 4, 2023 (the “Effective Date”). Mr. Craig will serve until the Company’s next annual meeting of stockholders or his earlier death, resignation, or removal. The Board expects to appoint Mr. Craig to one or more committees at a later date.

 

Steven L. Craig, 68, is a seasoned business strategist with over 30 years of executive and board experience for both public and private companies, primarily in the real estate sector. For nearly four decades he has developed, owned and operated commercial real estate, primarily outdoor malls for retail shops and restaurants, throughout the United States. Mr. Craig started his career with Ginsburg Craig Associates, which in 1993 merged with Chelsea Property Group, to form Chelsea GCA Realty, Inc. (“Chelsea GCA”). He served as President/Chief Operating Officer and Director of Chelsea GCA from October, 1993, when the company went public via an initial public offering on the New York Stock Exchange, until 1995. For the last two decades, Mr. Craig has successfully developed and operated over a dozen centers containing upscale retail shopping and dining destinations in nine U.S. states. Mr. Craig, a philanthropist, made a significant investment in aspiring entrepreneurial youth in his home state of Missouri with the endowment and founding of the Steven L. Craig School of Business at Missouri Western State University in 2009. The Craig School of Business’ Center for Franchise Development trains and develops students to become owners and operators of franchised businesses, including a number of alumni who currently operate 15 Rocky Mountain Chocolate stores. Mr. Craig received his Bachelor of Science degree in Business Administration from the University of Southern California.

 

The Board has determined that Mr. Craig is independent under applicable Nasdaq listing rules. There are no related party transactions between the Company and Mr. Craig (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Craig does not have any family relationships with any of the Company’s directors or executive officers.

 

In accordance with the Company’s Non-Employee Director Compensation Policy, as set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on June 28, 2023 (the “Director Compensation Policy”), the Company will pay Mr. Craig an annual cash retainer of $40,000 for his service on the Board, which will be pro-rated for his first year of service.

 

Mr. Craig will also enter into the Company’s standard form of directors’ indemnification agreement with the Company, pursuant to which the Company agrees to indemnify its directors to the fullest extent permitted by applicable law and, subject to certain conditions, to advance expenses in connection with proceedings as described in such indemnification agreement.

 

 

On December 4, 2023, the Company issued a press release announcing Mr. Craig’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

(d) Exhibits

 

The following exhibit is being furnished herewith:

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.