Innovative Food Holdings Reports Director & Officer Changes
Ticker: IVFH · Form: 8-K · Filed: Apr 30, 2024 · CIK: 312257
Sentiment: neutral
Topics: corporate-governance, management-change, filing
TL;DR
Innovative Food Holdings shook up its board and exec team, filing an 8-K on April 30th.
AI Summary
Innovative Food Holdings, Inc. filed an 8-K on April 30, 2024, reporting changes in its board of directors and officers, as well as updates to compensatory arrangements. The filing details the election of new directors and the appointment of certain officers, alongside information regarding executive compensation plans.
Why It Matters
Changes in a company's board and executive team can signal shifts in strategy or governance, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in directorship and officer appointments can indicate internal restructuring or strategic shifts that may carry inherent risks.
Key Numbers
- 0-9376 — SEC File Number (Identifier for the company's filings)
- 20-1167761 — IRS Employer Identification No. (Tax identification for the company)
Key Players & Entities
- Innovative Food Holdings, Inc. (company) — Registrant
- April 30, 2024 (date) — Filing Date
- Florida (location) — State of Incorporation
FAQ
What specific changes were made to the board of directors?
The filing indicates the election of directors and appointment of certain officers, but the specific names and details of the changes are not provided in this excerpt.
Were there any resignations of directors or officers?
The filing mentions 'Departure of Directors or Certain Officers' as an item, suggesting potential departures, but specific details are not in this section.
What is the nature of the 'Compensatory Arrangements' mentioned?
The filing lists 'Compensatory Arrangements of Certain Officers' as an item, indicating updates or information related to executive pay, but specifics are not detailed here.
When was this Form 8-K filed?
This Form 8-K was filed on April 30, 2024.
What is the principal executive office address for Innovative Food Holdings, Inc.?
The principal executive offices are located at 9696 Bonita Beach Rd, Suite 208, Bonita Springs, Florida 34135.
Filing Stats: 587 words · 2 min read · ~2 pages · Grade level 14.3 · Accepted 2024-04-30 16:29:30
Key Financial Figures
- $231,750 — ncentives for the CEO, COO, and CFO are $231,750, $82,400, and $60,000, respectively, an
- $82,400 — for the CEO, COO, and CFO are $231,750, $82,400, and $60,000, respectively, and each in
- $60,000 — COO, and CFO are $231,750, $82,400, and $60,000, respectively, and each incentive is ba
Filing Documents
- innovfood20240430_8k.htm (8-K) — 21KB
- 0001185185-24-000444.txt ( ) — 150KB
- ivfh-20240430.xsd (EX-101.SCH) — 3KB
- ivfh-20240430_def.xml (EX-101.DEF) — 10KB
- ivfh-20240430_lab.xml (EX-101.LAB) — 19KB
- ivfh-20240430_pre.xml (EX-101.PRE) — 10KB
- innovfood20240430_8k_htm.xml (XML) — 3KB
02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 25, 2024, by written consent to action, the board of directors (the " Board ") of Innovative Food Holdings, Inc., a Florida corporation (the " Company ") implemented a 2024 incentive program for its executives (the " 2024 EIP "). Bill Bennett, the Company's Chief Executive Officer (" CEO "), Brady Smallwood, the Company's Chief Operating Officer (" COO "), and Gary Schubert, the Company's Chief Financial Officer (" CFO ") are eligible to participate in the 2024 EIP. The target incentives for the CEO, COO, and CFO are $231,750, $82,400, and $60,000, respectively, and each incentive is based seventy percent (70%) on the attainment of Adjusted EBITDA and thirty percent (30%) on the attainment of Professional Chef Revenue. For the purposes of the EIP, Adjusted EBITDA refers to the Company's Earnings before Interest, Tax, Depreciation, and Amortization adjusted by adding back executive incentive payout and growth-related expenses and other non-recurring expenses consistent with Adjusted EBITDA (Non-GAAP) reported to investors; examples of non-recurring expenses include, but are not limited to, organizational restructuring, legal fees, lawsuit settlements, capital restructuring, and discontinued operations. Additionally, Professional Chef Revenue refers to the Company's total revenue less e-commerce, warehouse, and logistics services revenues. The Compensation Committee of the Board has discretion to adjust in good faith the EIP's thresholds, targets, and maximums, as well as the definitions of Adjusted EBITDA and Professional Chef Revenue in the event of mergers, acquisitions, or extraordinary events.
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. INNOVATIVE FOOD HOLDINGS, INC. Dated: April 30, 2024 By: /s/ Robert William Bennett Robert William Bennett Chief Executive Officer and Director (Principal Executive Officer)