Current Report Filing (8-k)
27 April 2022 - 6:49AM
Edgar (US Regulatory)
0001647088
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0001647088
2022-04-21
2022-04-21
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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): April 26, 2022 (April 21, 2022)
WILLSCOT
MOBILE MINI HOLDINGS CORP.
(Exact name of registrant
as specified in its charter)
| Delaware |
001-37552 |
82-3430194 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
4646 E Van Buren St.,Suite 400
Phoenix, AZ 85008 |
|
| |
(Address,
including zip code, of principal executive offices) |
|
(480)
894-6311
(Registrant’s telephone
number, including area code)
(Former Name or Former Address,
if Changed Since Last Report)
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) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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(s) |
Name
of each exchange on which registered |
| Common
stock, par value $0.0001 per share |
WSC |
The
Nasdaq
Capital Market |
| Warrants to purchase common
stock(1) |
WSCTW |
OTC Markets Group Inc. |
| (1) | Issued in connection with the registrant’s acquisition
of Modular Space Holdings, Inc. in August 2018, which are exercisable for one share of the registrant’s common stock at an exercise
price of $15.50 per share. |
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 ¨
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.
On April 22, 2022, WillScot
Mobile Mini Holdings Corp. (the “Company”) announced that Christopher J. Miner, its Executive Vice President and Chief
Legal Officer, will depart the Company effective July 29, 2022. The Company and Mr. Miner entered into a transition, separation
and release agreement on April 21, 2022 (the “Separation Agreement”) relating to his transition from the Company.
Mr. Miner will receive cash payments, and his equity awards will vest, as contemplated by his previously disclosed employment agreement
with the Company. Pursuant to the terms of the Separation Agreement, Mr. Miner will be subject to a non-competition and non-solicitation
period of twenty-four months, among other things.
The foregoing summary does
not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Mr. Miner will support
the Company in all matters relating to the orderly transition of his duties and responsibilities and will be available to consult with
the Company after his departure. Hezron Lopez, currently Executive Vice President, Chief Human Resources Officer & ESG of the
Company, will assume the responsibilities of general counsel prior to Mr. Miner’s departure.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| |
WillScot Mobile Mini Holdings Corp. |
| |
|
| Dated: April 26, 2022 |
By: |
/s/
Christopher J. Miner |
| |
|
Name: Christopher J. Miner |
| |
|
Title: Executive Vice President & Chief Legal Officer |
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