BRC Inc. Announces Director Departure and New Appointments

TL;DR

BRC Inc. swapped out a director, appointed new officers, and tweaked compensation. Board shakeup incoming.

AI Summary

BRC Inc. announced on June 7, 2024, the departure of Director Michael J. Roney and the appointment of new Director Michael J. Roney, effective immediately. The company also announced the appointment of new officers and changes to its compensatory arrangements.

Why It Matters

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

Risk Assessment

Risk Level: medium — Changes in directorship and executive compensation can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• BRC Inc. (company) — Registrant
• Michael J. Roney (person) — Director

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 par value BRCC New York Stock Excha
• $50,000 — eive cash compensation in the amount of $50,000 per year for their respective service o
• $20,000 — eive cash compensation in the amount of $20,000 for his service as chair of the Audit C
• $6,000 — ice as chair of the Audit Committee and $6,000 for his service on the Compensation Com
• $5,000 — rvice on the Compensation Committee and $5,000 for his service on the Nominating Commi
• $150,000 — h represents a grant date fair value of $150,000 divided by the closing price of the Com
• $125,000 — h represents a grant date fair value of $125,000 divided by the closing price of Class A
• $61,000 — h represents a grant date fair value of $61,000 divided by the closing price of Class A

Filing Documents

• ef20030972_8k.htm (8-K) — 36KB
• ef20030972_ex99-1.htm (EX-99.1) — 8KB
• 0001140361-24-029711.txt ( ) — 186KB
• brcc-20240607.xsd (EX-101.SCH) — 4KB
• brcc-20240607_lab.xml (EX-101.LAB) — 22KB
• brcc-20240607_pre.xml (EX-101.PRE) — 16KB
• ef20030972_8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of New Directors On June 7, 2024, the Board of Directors (the "Board") of BRC Inc. (the "Company") increased the size of the Board from six to eight members and appointed Mr. Lawrence "Chip" Molloy and Major General Retired Clayton Hutmacher to fill the vacancies created by such increase in the size of the Board. Mr. Molloy will serve on the Board as a Class I director until the Company's 2026 annual meeting of stockholders and Mr. Hutmacher will serve as a Class II director until the Company's 2027 annual meeting of stockholders. The Board has appointed Mr. Molloy to serve as a member of the Compensation Committee of the Board (the "Compensation Committee") and as chair of the Audit Committee of the Board (the "Audit Committee"), and appointed Mr. Hutmacher to serve as a member of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"). The Board decided upon Mr. Molloy's and Mr. Hutmacher's appointment after receiving a nomination and recommendation from the Nominating Committee. Mr. Molloy was appointed to the Board as a nominee of Engaged Capital Investors pursuant to the Investor Rights Agreement, dated February 9, 2022 (the "Investor Rights Agreement"), by and among the Company, Engaged Capital Investors, Evan Hafer and the other parties thereto. In addition, Mr. Hutmacher was appointed to the Board as a nominee of Mr. Hafer pursuant to the Investor Rights Agreement. The Board has determined that each of Mr. Molloy and Mr. Hutmacher qualify as an independent director for purposes of the rules of the New York Stock Exchange (the "NYSE") as well as applicable rules of the Securities and Exchange Commission (the "SEC") . The Board has also determined that Mr. Molloy qualifies as an "audit committee financial expe

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibits Description 99.1 Press Release, dated June 11, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). SIGNATURE 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. Dated: June 11 , 2024 BRC INC. By: /s/ Andrew McCormick Name: Andrew McCormick Title: General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR