Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of
Certain Officers.
On
April 3, 2023,
the Board of Directors (the “Board”) of OmniLit Acquisition Corp. (the “Company”) accepted the resignations of
Kent Weldon, Mark Norman, and Jim Jenkins effective immediately. Their resignations were for personal reasons and not due to a disagreement
with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Jenkins served as a member of
the audit committee, Mr. Norman served as a member of the compensation committee and chair of the audit committee, and Mr. Weldon served
as a member of both the audit committee and the compensation committee.
On
December 21, 2022, OLIT held a special stockholder meeting where the stockholders approved an amendment to OLIT’s Amended and Restated
Certificate of Incorporation extending the date by which OLIT has to consummate a business transaction from February 12, 2023 to November
12, 2023.
On
April 3, 2023,
the Company appointed, Mr. Wally Bishop, Mr. Brent Rosenthal, and Mr. Albert Manzone to the Board to fill vacancies created by the resignations
of Mr. Weldon, Mr. Norman, and Mr. Jenkins, in accordance with the Company’s charter and by-laws. Mr. Bishop, Mr. Rosenthal, and
Mr. Manzone have been appointed as independent directors to
the audit committee, with Mr. Bishop serving as chair. Mr. Rosenthal and Mr. Manzone have been appointed to the compensation committee,
with Mr. Manzone serving as chair. Consistent with previous board appointments, new appointments
are in accordance with the Company’s prospectus. Each newly-appointed
director will not receive cash compensation for their service on the Board. There are
no arrangements or understandings pursuant to which Mr. Bishop, Mr. Rosenthal, or Mr. Manzone were selected as directors. Each newly
appointed director has no direct or indirect material interest in any transactions required to be disclosed under Item 404(a) of Regulation
S-K.
Mr.
Bishop brings decades of expertise on regulatory compliance, independent financial audits, and corporate governance. He began his career
as an audit manager at KPMG in 1985. He held the positions of Chief Administrative Officer for Barclay’s Bank (NYSE: BSC) from
1995-1997. He joined Deutsche Bank (NYSE: DB) in 1997 retiring as Chief Operating Officer of Deutsche Bank’s US Bank after over
two decades in 2019. Mr. Bishop served as a senior advisor to the SPAC Thunder Bridge Capital Acquisition II, which merged with indie
Semiconductor in 2021 (NASDAQ: INDI). As Chair of the Audit Committee, Mr. Bishop will provide the independent oversight of independent
auditors. Mr. Bishop received his BBA from Baruch College and an MBA from St. John’s University.
Mr.
Rosenthal brings decades of expertise in M&A and financings in public and private markets for equity and debt in the communications
end-markets. Mr. Rosenthal started his career as an auditor at Deloitte in 1993. As a partner in affiliates of W.R. Huff Asset Management
from 2002-2016, he served as an adviser and observer of the board of directors of Virgin Media (NASDAQ: VMED) and as a consultant to
the company, providing operations improvement services, financial analysis, and recommendations. From 2007 through 2010, he served as
an advisor to the executive management of Time Warner Cable (NASDAQ: TWC). In addition, Mr. Rosenthal worked on financing the bank debt
and sub-debt for Nielsen (NYSE: NLSN) in a public-to-private market transaction and supported the venture capital investment behind American
Idol (NASDAQ: CKXE) and certain IP rights. Mr. Rosenthal served on the Board of Directors of Rentrak (NASDAQ: RENT) from 2008 to 2016
including as non-executive Chairman of the board from 2011 through 2016. Most recently, Mr. Rosenthal has been focused on small and micro-cap
equities especially in communications end-markets that is seeing increasing use of optics and photonics, OLIT’s focus. Mr. Rosenthal
earned his B.S. from Lehigh University and an MBA at Cornell University.
Mr.
Manzone brings decades of expertise in strategic vision, operational excellence, M&A, talent development, and compensation planning.
Mr. Manzone was at McKinsey and Company from 1993-1997, followed by PepsiCo (NASDAQ:PEP) for over a decade, working on many critical
initiatives in the global operations including the acquisition and post-close operations integration of Tropicana, Quaker, and Tropicana.
Mr. Manzone has held numerous executive leadership roles including President, Europe at Oettinger Davidoff AG; President Consumer
Health, Southeast Europe, at Novartis (NYSE: NVS); President, Europe at Wm. Wrigley Jr. Company; and CEO of Whole Earth Brands (NASDAQ:
FREE) leading a successful turnaround and doubling in size. Mr. Manzone serves as Director and Member of the Talent & Compensation
Committee on the Perrigo (NYSE: PRGO) Board; Member of the Board of Trustees of Northwestern University; President of the Board of the
Northwestern Alumni Association; and Director of the Price Albert II of Monaco Foundation for the Environment. He holds a Master of Business
Administration from the Kellogg Graduate School of Management at Northwestern University, and a graduate degree in international business
from the Sorbonne University.