UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Departure of Chief Operating Officer and Interim Co-CEO
On June 3, 2022, Jeffrey Calkins’ employment with the Company and his appointment as Chief Operating Officer and as Interim Co-CEO of the Company ceased pursuant to the without just cause termination provisions of Mr. Calkins’ Executive Employment Agreement with the Company. As a result, Mr. Calkins will be entitled to the rights and payments set forth in Section 9 of his Executive Employment Agreement for a termination without just cause, subject to the conditions stated therein. Mr. Calkins’ Executive Employment Agreement is filed as Exhibit 10.10 to the Company’s Registration Statement on Form 10, filed on September 20, 2019. The foregoing summary of Mr. Calkins’ rights under the Executive Employment Agreement does not purport to be complete and is qualified it its entirety by reference to that agreement, which is incorporated herein by reference.
Departure of Chief Commercial Officer
On June 3, 2022, Jennifer Warawa’s employment with the Company and her appointment as Senior Vice President & Chief Commercial Officer of the Company ceased pursuant to the without just cause termination provisions of Ms. Warawa’s Executive Employment Agreement with the Company. As a result, Ms. Warawa will be entitled to the rights and payments set forth in Section 9 of her Executive Employment Agreement for a termination without just cause, subject to the conditions stated therein. Ms. Warawa’s Executive Employment Agreement is filed as Exhibit 10.15 to the Company’s Registration Statement on Form 10, filed on September 20, 2019. The foregoing summary of Ms. Warawa’s rights under the Executive Employment Agreement does not purport to be complete and is qualified it its entirety by reference to that agreement, which is incorporated herein by reference.
| Item 7.01 | Regulation FD |
The Company issued a press release announcing these leadership changes on June 3, 2022. 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 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.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1* | Press Release issued by DIRTT Environmental Solutions Ltd. on June 3, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Furnished herewith. |
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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 thereunto duly authorized.
| DIRTT Environmental Solutions Ltd. | ||||||
| Date: June 3, 2022 | By: | /s/ Charles R. Kraus | ||||
| Charles R. Kraus | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||
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