UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Alberta, |
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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 |
Appointment of Chief Operating Offier
On August 12, 2022, the Company’s Board of Directors appointed Richard Hunter to serve as the Company’s Chief Operating Officer, effective August 29, 2022. Mr. Hunter, 60, joins DIRTT following a tenured career with large manufacturing companies, including: Forterra (2018-2020) as Chief Operating Officer, then President; Trinity Industries (2013-2018) as Chief Manufacturing Officer, President, then Executive Vice-President Operational Excellence; and various executive and other roles with Danaher Corporation, Delphi Corporation and General Motors Corporation. Mr. Hunter holds an MBA in Operations and Strategic Planning from Purdue University, a Master of Science degree in Manufacturing Management from Kettering University (formerly General Motors Institute), and a Bachelor of Science degree in Mechanical Engineering from Michigan State University.
Mr. Hunter does not have any family relationship with any other director or executive officer of the Company, nor has he entered into any transactions since January 1, 2022, or any currently proposed transaction, with a director or executive officer (or immediate family member thereof) of the Company, exceeding $120,000, in which he had or will have a direct or indirect material interest.
The Company and Mr. Hunter entered into an executive employment agreement (the “Employment Agreement”) dated August 12, 2022 under which Mr. Hunter is entitled to certain remuneration, benefits and rights on termination, and which subjects Mr. Hunter to certain ongoing and post-termination obligations and restrictive covenants. The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to a subsequent Company filing.
The Company expects to enter into its standard form of indemnification agreement with Mr. Hunter, which would require DIRTT to indemnify him to the fullest extent permitted under the Business Corporations Act (Alberta) and to such greater extent as applicable law may hereafter from time to time permit. The foregoing summary of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to a subsequent Company filing.
| Item 7.01 | Regulation FD |
The Company issued a press release announcing the officer changes on August 15, 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 of 1934 (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 dated August 15, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Furnished herewith. |
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: August 17, 2022 | By: | /s/ Nandini Somayaji | ||||
| Nandini Somayaji | ||||||
| Senior Vice President, Talent General Counsel and Corporate Secretary | ||||||