UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2023
(Exact Name of Registrant as Specified in Charters)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS. Employer Identification No.)
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(Address of Principal Executive Offices, and Zip Code)
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Registrant's Telephone Number, Including Area Code
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N/A
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(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment of Director
As previously disclosed on our report on form 8-K dated October 27,
2023, on October 22, 2023, Mr. Christopher Thorne, a class I director of Cenntro Electric Group Limited ACN 619 054 938 (the “Company”), notified the board of directors of the Company (the “Board”) of his intention to resign as a director and as a member of our nominating committee, audit committee and compensation committee, effective on October 23, 2023. On October 26, 2023, the nominating committee and compensation committee of the Board considered and recommended to the Board that it nominate Mr. Steven Markscheid for appointment as a Class I
director with annual compensation of US$53,000 as the succeeding director to fill in the vacancy created by Mr. Chris Thorne’s resignation to serve until the 2024 annual general meeting of shareholders of the Company, and on October 30, 2023
the Board appointed Steven Markscheid to the Board to fill the resulting vacancy, effective October 30, 2023.
The Board determined that Mr. Markscheid is an independent director within the meaning of Nasdaq Listing Rule 5605(a)(2). The Board has
also determined that Mr. Markscheid is “financially literate” and has “accounting or related financial management expertise” under the Nasdaq listing standards and is a “financial expert” as that term is defined by applicable SEC regulations.
The biographical information of the newly appointed director is set forth below:
Stephen Markscheid is the Managing Principal of Aerion Capital, a family office. He serves as an independent non-executive director
of six publicly listed companies: Fanhua, Inc., Jinko Solar Inc., Kingwisoft Technology Services Ltd., Monterey Capital Acquisition Corporation, Four Leaf Acquisition Corporation, and Tristar Acquisition Corporation. Steve is also a trustee
emeritus of Princeton-in-Asia.
From 1998-2006, Steve worked for GE Capital. During his time with GE, Steve led GE Capital's business development activities in
China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE, Steve worked with the Boston Consulting Group throughout Asia. Steve was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase
Manhattan Bank and First National Bank of Chicago. Steve began his career with the US-China Business Council, in Washington D.C. and Beijing.
Steve earned a BA in East Asian Studies from Princeton University in 1976, an MA in international affairs from Johns Hopkins
University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. He lives in suburban Chicago with his wife and three children.
The Company believes Mr. Markscheid’s distinguished education, extensive international background, and corporate
board experience in advising publicly listed companies makes him well suited to serve as a member of the Board.
There are no family relationships between Mr. Markscheid and any other employees or members of the Board of Directors
of the Company. He has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Markscheid accepted an offer letter from the Company and agreed to receive annual compensation of $53,000. The
offer letter is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibit 10.1.
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Item 9.01
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Exhibits.
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Exhibit
No.
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Description
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Director Offer Letter to Mr. Steven Markscheid
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104
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Cover page of this Current Report on Form 8-K formatted in Inline XBRL
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SIGNATURES
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 hereunto duly authorized.
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Dated: November 1, 2023
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Cenntro Electric Group Limited
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By:
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/s/ Peter Wang
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Name:
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Peter Wang
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Title:
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Chief Executive Officer
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Exhibit 10.1
Cenntro Electric Group Limited
501 Okerson Road
Freehold, NJ 07728
October 30, 2023
Mr. Steve Markscheid
Dear Mr. Markscheid:
On behalf of the Board of Directors of Cenntro Electric Group Limited (the “Company”), it is with great pleasure that we offer you a seat on our
Board of Directors. The terms of the offer are set forth in this letter, and will become effective upon approval of your election by the Board.
As a member of the Board of Directors, you will be compensated as follows for your services:
1. $35,000 annual retainer paid quarterly. This retainer
covers all in-person and telephonic board meetings. You will also receive following additional annual retainer: $8,000 for serving as a member of the Audit Committee; $5,000 for serving as a member of the Compensation Committee, and $5,000 for
serving as a member of the Nominating and Corporate Governance Committee. These fees are paid in arrears in quarterly installments on or about the last business day of each calendar quarter during the year.
2. As a member of the Board of Directors, you will be
reimbursed for all reasonable travel and out-of-pocket expenses that you incur in connection with your attendance at meetings of the Board, in accordance with the Company’s travel policy for each in-person or committee meeting that you attend.
3. Also enclosed for your signature is a copy of an
Indemnification Agreement providing for your indemnification by the Company in connection with your services as a Board member. Please complete your address information on the signature page and sign the agreement. We will complete the date
on the first page with your date of election, once the Board has approved your election, and will return to you a copy of your fully completed agreement. The Company will also have in place a directors and officers’ liability insurance.
Upon your election, the Company will provide additional information relating to your service as a member of the Board, such as our Code of Business
Conduct and Ethics, Corporate Governance Guidelines and Insider Trading Policy.
In accepting this offer, you are representing to us that (i) you do not know of any conflict which would restrict your service on the Board and (ii)
you will not provide the Company with any documents, records, or other confidential information belonging to other parties. This letter agreement shall terminate upon your departure from the Board of Directors. Nothing in this offer should be
construed to interfere with or otherwise restrict in any way the rights of the Company and the Company’s stockholders to remove any individual from the Board of Directors at any time in accordance with the provisions of applicable law and the
Company’s organizational documents.
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Cenntro Electric Group Limited
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Principal executive office:
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Registered office:
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ACN 619 054 938
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501 Okerson Road
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Level 40, Governor Macquarie Tower, 1 Farrer Place
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Nasdaq: CENN
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Freehold, New Jersey 07728, United States
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Sydney NSW 2000, Australia
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To accept this appointment and confirm your agreement with the terms of this offer, please sign and return a copy of this letter and the
Indemnification Agreement to me at 501 Okerson Road, Freehold, NJ 07728. The signed and completed enclosures should also be returned shortly thereafter. In the meantime, should you have any questions, I can be reached at 732-407-7508.
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Sincerely,
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By:
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/s/ Peter Z. Wang
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Peter Z. Wang
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Chairman of the Board and Chief Executive Officer
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Accepted and Agreed:
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By:
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/s/ Steve Markscheid
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Name: Steve Markscheid
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Enclosure:
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•
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Indemnification Agreement
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