XBP Europe Holdings Files 8-K: Director Changes & Officer Compensation Updates
Ticker: XBPEW · Form: 8-K · Filed: Jun 20, 2024 · CIK: 1839530
| Field | Detail |
|---|---|
| Company | Xbp Europe Holdings, Inc. (XBPEW) |
| Form Type | 8-K |
| Filed Date | Jun 20, 2024 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.0001, $11.50, $1.23, $2.14 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, officer-compensation, board-changes
TL;DR
XBP Europe Holdings 8-K: Director shuffle, new exec pay, shareholder votes. Watch for leadership changes.
AI Summary
On June 13, 2024, XBP Europe Holdings, Inc. filed an 8-K report detailing several key events. These include the departure of a director, the election of new directors, and updates to compensatory arrangements for certain officers. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.
Why It Matters
This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and investor confidence.
Risk Assessment
Risk Level: medium — Changes in directorship and executive compensation can indicate internal shifts that may affect future performance or strategy.
Key Players & Entities
- XBP Europe Holdings, Inc. (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- June 13, 2024 (date) — Date of earliest event reported
FAQ
Who has departed from the board of directors of XBP Europe Holdings, Inc.?
The filing indicates the departure of a director, but the specific name is not provided in the summary information.
Were any new directors elected to the board?
Yes, the filing states that new directors were elected.
What other items are covered in this 8-K filing?
The filing also covers updates to compensatory arrangements of certain officers and the submission of matters to a vote of security holders.
What is the date of the earliest event reported in this filing?
The earliest event reported is dated June 13, 2024.
What is the state of incorporation for XBP Europe Holdings, Inc.?
XBP Europe Holdings, Inc. is incorporated in Delaware.
Filing Stats: 1,672 words · 7 min read · ~6 pages · Grade level 12.4 · Accepted 2024-06-20 16:05:24
Key Financial Figures
- $0.0001 — ch registered Common stock, par value $0.0001 per share XBP The Nasdaq Global Mar
- $11.50 — of common stock at an exercise price of $11.50 XBPEW The Nasdaq Capital Market In
- $1.23 — based on the Company's closing price of $1.23 on June 14, 2024 (the " Closing Price "
- $2.14 — mpany's Compensation Committee by (y) a $2.14 per share valuation (instead of the Clo
Filing Documents
- xbp-20240613x8k.htm (8-K) — 95KB
- xbp-20240613xex10d1.htm (EX-10.1) — 164KB
- xbp-20240613xex10d2.htm (EX-10.2) — 33KB
- xbp-20240613xex10d3.htm (EX-10.3) — 32KB
- xbp-20240613xex10d4.htm (EX-10.4) — 35KB
- 0001558370-24-009352.txt ( ) — 576KB
- xbp-20240613.xsd (EX-101.SCH) — 4KB
- xbp-20240613_def.xml (EX-101.DEF) — 14KB
- xbp-20240613_lab.xml (EX-101.LAB) — 20KB
- xbp-20240613_pre.xml (EX-101.PRE) — 14KB
- xbp-20240613x8k_htm.xml (XML) — 7KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Approval of the 2024 Stock Incentive Plan and Forms of RSU and Option Awards On June 13, 2024, the stockholders of XBP Europe Holdings, Inc. (the " Company ") approved and adopted the Company's 2024 Stock Incentive Plan (the " 2024 Equity Plan ") at the Company's 2024 Annual Meeting of Stockholders (the " Annual Meeting "). Previously, on February 12, 2024, the Board of Directors (the " Board ") of the Company approved the 2024 Equity Plan, subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07. Under the 2024 Equity Plan, subject to adjustment for certain changes in capitalization or other corporate events, the Company is authorized to issue up to 5,520,270 shares of common stock pursuant to equity-based awards, which may be granted to eligible participants in furtherance of the Company's broader compensation strategy and philosophy. Awards granted under the 2024 Equity Plan will be granted upon terms approved by the Company's Compensation Committee (the " Committee ") and set forth in an award agreement or other evidence of an award. The 2024 Equity Plan is described in greater detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2024 (the " Proxy Statement "), under the caption "Approval of the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan," which disclosure is incorporated herein by reference. On June 14, 2024, the Committee approved a Form of Restricted Stock Unit Grant Notice and Agreement (the " RSU Award Agreement ") and Form of Option Grant Notice and Agreement (the " Option Award Agreement ") to be used in connection with the grant of awards under the 2024 Equity Plan. In addition, on June 14, 2024, the Board approved non-material
07
Item 5.07 Regulation FD Disclosure. The Annual Meeting of the Company was held virtually on Thursday, June 13, 2024 at www.virtualshareholdermeeting.com/XBP2024. As of the close of business on April 17, 2024, the record date for the Annual Meeting, 30,166,102 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on three proposals, each of which is described in more detail in the Proxy Statement. The final results of the votes regarding the proposals described in the Proxy Statement are as follows: Proposal 1 . The election of two Class I directors to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until such director resigns or is removed from the Board of Directors. Nominee Votes For Votes Withheld Broker Non-Votes Martin P. Akins 28,844,829 19,138 917,742 J. Coley Clark 28,845,031 18,936 917,742 Proposal 2 . The ratification of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Votes For Votes Against Abstentions 29,778,072 3,546 91 Proposal 3 . The approval of the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan. Votes For Votes Against Abstentions Broker Non-Votes 23,090,084 28,872 5,745,011 917,742
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (as amended). 10.2* Form of Restricted Stock Unit Grant Notice and Agreement under the XBP Europe Holdings, Inc 2024 Stock Incentive Plan. 10.3* Form of Option Grant Notice and Agreement under the XBP Europe Holdings, Inc 2024 Stock Incentive Plan. 10.4* XBP Europe Holdings, Inc. Executive Officer Annual Bonus Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 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 20, 2024 XBP EUROPE HOLDINGS, INC. By: /s/ Dejan Avramovic Dejan Avramovic Chief Financial Officer