Current Report Filing (8-k)
14 December 2022 - 8:16AM
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UNITED STATES
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):
December 10, 2022
LIVEVOX HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation
or organization) |
001-38825
(Commission File Number) |
82-3447941
(I.R.S. Employer Identification Number) |
655 Montgomery Street, Suite 1000
San Francisco, CA 94111
(Address of principal executive offices and zip code)
(415) 671-6000
(Registrant's telephone number, including area code)
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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share |
LVOX |
The NASDAQ Stock Market LLC |
Redeemable Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 |
LVOXW |
The NASDAQ Stock Market LLC |
Units, each consisting of one share of Class A common stock and one-half of one redeemable Warrant |
LVOXU |
The NASDAQ Stock Market LLC |
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 x
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
Named Executive Officer Compensation
On December 10, 2022, LiveVox Holdings, Inc. (the “Company”)
entered into a transition agreement and release with Louis Summe, the Company’s former Chief Executive Officer. The transition
agreement and release provides for at-will employment for Mr. Summe during the period from November 1, 2022, the date that Mr. Summe
resigned as the Company’s Chief Executive Officer, and the earlier of (x) January 1, 2023 or (y) the date that Mr.
Summe’s employment terminates (such period, the “Transition
Period”). During the Transition Period, Mr. Summe will serve as a senior advisor to the Company’s new Chief
Executive Officer and will serve on the Company’s Ad Hoc Change Management Committee. He will continue to receive his regular
base salary, be eligible to participate in the Company’s 2022 bonus program (without proration or discount) and the
Company’s benefit plans pursuant to their terms and at the same level as immediately prior to the start of the Transition
Period, and continue to vest in awards to purchase or to receive shares of Company common stock and incentive units of LiveVox
TopCo, LLC previously granted to Mr. Summe (the “Equity Awards”),
subject to their terms and conditions, including as set forth in the letter agreement providing for certain double-trigger
acceleration rights with respect to Mr. Summe’s restricted stock unit award granted August 18, 2021 (the “Equity
Documents”). Mr. Summe will continue to serve on the Company’s Board of Directors (the “Board”)
during the Transition Period. The transition agreement and release includes a customary release of claims in favor of the Company,
and requires Mr. Summe’s continued compliance with the trade secrets and confidential information obligations under his
employment agreement with the Company dated August 7, 2014, as well as with the Company’s insider trading policy.
Beginning January 1, 2023 (the “Separation Date”),
pursuant to the terms of a separation agreement attached to the transition agreement and release, Mr. Summe will continue to serve on
the Board, will be appointed vice chairman of the Board, and will serve as chairman of the Board’s Product and Technology Committee
(to be formed prior to the Separation Date). In connection with his Board service, Mr. Summe will receive annual compensation of $50,000,
payable in regular payroll instalments less applicable withholdings, of which $10,000 will relate to his service on the Product and Technology
Committee. Following the Separation Date, Mr. Summe will not be eligible for equity awards in connection with his Board service, but will
continue vesting in his Equity Awards during his Board service, subject to the terms and conditions of the Equity Documents. In accordance
with the separation agreement, the Company will reimburse Mr. Summe for continued coverage under the Company’s medical insurance
plan for a period of up to 12 months following the Separation Date. The separation agreement includes a customary release of claims in
favor of the Company.
Pursuant to the terms of the separation agreement, the Company and
Mr. Summe will enter into a consulting agreement in the form attached to the separation agreement. The consulting agreement has a term
beginning on the Separation Date and continuing until January 2, 2024, which may be extended by agreement between the Company and Mr.
Summe. Pursuant to the terms of the consulting agreement, Mr. Summe will receive a monthly fee of $28,333.33, and reimbursement of reasonable
business expenses. Additionally, during the term of the consulting agreement, Mr. Summe will continue to vest in the Equity Awards pursuant
to the Equity Documents. The consulting agreement includes customary confidentiality and invention assignment provisions. In accordance
with the terms of the separation agreement, Mr. Summe, following the termination of the consulting agreement, will execute a supplemental
release agreement, which includes a customary release of claims in favor of the Company.
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.
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LIVEVOX HOLDINGS, INC. |
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Date: December 13, 2022 |
By: |
/s/ Gregg Clevenger |
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Name: |
Gregg Clevenger |
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Title: |
Executive Vice President and Chief Financial Officer |
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