UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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 Board Member
On July 11, 2023, A.J. Dunklau resigned as a director of BM Technologies, Inc. (the “Company”) and as a member of each committee of the Company’s Board of Directors (the “Board”) on which he served, effectively immediately, to pursue an employment opportunity. Mr. Dunklau’s resignation is not the result of any dispute or disagreement with the Company on any matters relating to the Company’s operations, policies, or practices, including accounting principles or practices.
Appointment of Board Member
On July 11, 2023, the Board appointed Michael Pavone to serve as a Board member until the Company’s next annual meeting of shareholders. Mr. Pavone was appointed to fill a vacancy on the Board that resulted from the resignation of director A.J. Dunklau.
In connection therewith and effective immediately, Mr. Pavone was appointed to the Board’s Compensation Committee, and director Brent Hurley was reassigned from the Board’s Compensation Committee to the Board’s Audit Committee.
There are no arrangements or understandings between Mr. Pavone and other persons pursuant to which he was selected as a director. The Board’s Nominating and Corporate Governance Committee determined Mr. Pavone to be independent for purposes of NYSE American listing standards. Mr. Pavone has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Securities and Exchange Commission Regulation S-K.
Mr. Pavone will participate in the current director’s compensation arrangements generally applicable to the Company’s non-employee directors as described in the Company’s Proxy Statement filed in connection with the 2023 Annual Meeting of Shareholders.
Mr. Pavone has been President and CEO of the Pavone Marketing Group, Inc., the parent of several marketing, branding, advertising, and analytics companies, including Pavone LLC, quench LLC, Varsity LLC, and WildFig Data LLC, for over 30 years. Mr. Pavone has served as: President and CEO of Vigor, a niche branding and marketing agency focused on the restaurant and hospitality industries since 2021; President and CEO of Eastwest Marketing Group, a shopper marketing/point of sale design agency, since 2021; CEO of WildFig Data, a data analytics consultancy, since 2015; President and CEO of quench agency, a full- service advertising agency focused on CPG - Food and Beverage brands, since 2014; CEO of Varsity, a full-service advertising agency focusing on senior living and senior health market, since 2007; and President and CEO of Pavone, a full-service advertising agency working across the financials services, government, and healthcare spectrum, since 1992.
The Board believes that Mr. Pavone is qualified to serve on the Board based on his digital marketing and innovative branding experience, as well as his extensive industry contacts.
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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.
BM Technologies, Inc. | ||
Dated: July 17, 2023 | By: | /s/ James Dullinger |
James Dullinger | ||
Chief Financial Officer |
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