Arena Group Holdings Appoints New Directors, Announces Officer Compensation

TL;DR

Board shakeup at Arena Group: new directors in, one out. Officer pay details also filed.

AI Summary

Arena Group Holdings, Inc. announced on August 2, 2024, the departure of director Michael L. Gallagher and the appointment of new directors, including David R. Nelson and John D. Stack. The company also disclosed compensatory arrangements for certain officers, though specific dollar amounts were not detailed in this filing.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts or strategic realignments that may carry inherent risks.

Key Players & Entities

• Arena Group Holdings, Inc. (company) — Registrant
• Michael L. Gallagher (person) — Departing Director
• David R. Nelson (person) — Appointed Director
• John D. Stack (person) — Appointed Director
• August 2, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AREN NYSE American Chec
• $200,000 — t will be paid an annual base salary of $200,000, subject to annual review by the Compan

Filing Documents

• form8-k.htm (8-K) — 57KB
• ex10-1.htm (EX-10.1) — 105KB
• 0001493152-24-031330.txt ( ) — 361KB
• aren-20240802.xsd (EX-101.SCH) — 3KB
• aren-20240802_lab.xml (EX-101.LAB) — 33KB
• aren-20240802_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): August 2, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 200 VESEY STREET , 24TH FLOOR NEW YORK , new york 10281 (Address of principal executive offices) (Zip code) 212 - 321-5002 (Registrant's telephone number including area code) (Former name or former address if changed since last report) Securities registered pursuant in 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 AREN NYSE American 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): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 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)) 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. Effective August 6, 2024, Geoffrey Wait, age 37, was appointed as the Principal Financial Officer of The Arena Group Holdings, Inc. (the "Company"). Mr. Wait has served as a senior financial advisor to the Company since June 2024 and, from April 2024 through June 2024, served as Controller of Simplify Inventions, LLC, an affiliate of the Company ("Simplify"). Prior to that, he served in various capacities at American Axle & Manufacturing, Inc. beginning in 2016, including most recently as Plant Finance Manager since March 2019. Mr. Wait began his career at Grant Thornton LLP where he served most recently as a Manager. He has a Bachelor of Arts – Accounting and a Master of Science – Accounting, both from Michigan State University and is a Certified Public Accountant. Effective August 6, 2024, Mr. Wait also entered into an executive employment agreement with the Company (the "Employment Agreement"). The Employment Agreement is terminable at will by either the Company or Mr. Wait. The Employment Agreement provides that Mr. Wait will be paid an annual base salary of $200,000, subject to annual review by the Company's board of directors (the "Board"). Mr. Wait is also eligible to earn an annual bonus based on the discretion of the Board. He is eligible to participate in the Company's incentive plans and also entitled to the same employment benefits available to the Company's employees, as well as to the reimbursement of business expenses during his term of employment. The Employment Agreement provides for various termination events, including termination without cause or for good reason (both as defined in the agreement), pursuant to which Mr. Wait would be entitled to certain COBRA reimbursement. Mr. Wait is also subject to restrictive covenants with respect to the solicitation of employees, solicitation of customers, use of trade secrets, and competition with the Company for a period of up to one year after termination of the Employment Agreement. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference. There are no arrangements or understandings between Mr. Wait and any other persons pursuant to which he was selected as an officer of the Company, there are no family relationships among any of the Company's directors or executive officers and Mr. Wait and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 8.01 Other Events. On August 2, 2024, Bridge Media (as defined below) shut down all of its operations and laid off substantially all of the employees

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