DIRTT Environmental Solutions Ltd. Announces Board Changes

TL;DR

DIRTT's board is shaking up with new directors and departures, effective Nov 26, 2024.

AI Summary

DIRTT Environmental Solutions Ltd. announced on November 26, 2024, the departure of board member Jeffrey M. Black and the appointment of new directors, including David L. MacNeil and Jeffrey M. Black, who will serve on the board. The company also disclosed compensatory arrangements for certain officers.

Why It Matters

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

Risk Assessment

Risk Level: medium — Board changes can introduce uncertainty about future strategy and leadership effectiveness.

Key Players & Entities

• DIRTT Environmental Solutions Ltd. (company) — Registrant
• Jeffrey M. Black (person) — Departing and Appointed Director
• David L. MacNeil (person) — Appointed Director
• November 26, 2024 (date) — Effective date of changes

FAQ

Filing Documents

• drttf-20241126.htm (8-K) — 50KB
• drttf-ex99_1.htm (EX-99.1) — 8KB
• 0000950170-24-131105.txt ( ) — 175KB
• drttf-20241126.xsd (EX-101.SCH) — 30KB
• drttf-20241126_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 Director On and effective November 26, 2024 , Holly Hess Groos was appointed to serve as a member of the board of directors ("the Board") of DIRTT Environmental Solutions Ltd. ("DIRTT" or the "Company"). Ms. Groos was also appointed to serve as Chair of the Board's Audit Committee. Based on information provided by Ms. Groos concerning her background, employment, and affiliations, the Board has determined that she meets the independence requirements under applicable securities laws in Canada and the rules of the Toronto Stock Exchange. The Board has also determined that Ms. Groos qualifies as an "audit committee financial expert" within the meaning of applicable U.S. Securities and Exchange Commission (the "SEC") regulations. As a non-employee director, Ms. Groos will be entitled to receive the same compensation paid by the Company to each of its non-employee directors as described under "Director Compensation" in the Company's definitive proxy statement for its 2024 annual and special meeting of shareholders filed with the SEC on March 28, 2024, which description is incorporated herein by reference. There are no related party transactions between the Company and Ms. Groos that would require disclosure under Item 404(a) of Regulation S-K. The Company will enter into its standard form of indemnification agreement with Ms. Groos, which requires the Company to indemnify her to the fullest extent permitted under the Business Corporations Act (Alberta) and to such greater extent as applicable law may hereafter from time to time permit. The foregoing description of the indemnification agreement does not purport to be complete and should be read in conjunction with and is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to a subsequent Company f

01

Item 7.01. Regulation FD The Company issued a press release announcing the director appointment on November 26, 2024. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 99.1* Press release dated November 26, 2024 104 Cover Page Interactive Data (embedded within the Inline XBRL document). * Furnished herewith.

SIGNATURES

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. DIRTT Environmental Solutions Ltd. Date: November 26, 2024 By: /s/ Fareeha Khan Fareeha Khan Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR