Current Report Filing (8-k)
03 2월 2022 - 11:06PM
Edgar (US Regulatory)
0001484769
false
fuboTV Inc. /FL
0001484769
2022-02-01
2022-02-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 1, 2022
FUBOTV
INC.
(Exact
name of registrant as specified in its charter)
Florida
|
|
001-39590
|
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26-4330545
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
Number)
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1330
Avenue of the Americas
New York, NY 10019
(Address
of principal executive offices) (Zip Code)
(212)
672-0055
(Registrant’s
telephone number, including area code)
N/A
(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)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock,
par value $0.0001 per share
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FUBO
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New
York Stock Exchange
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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.
On
February 1, 2022, the Board of Directors (the “Board”) of fuboTV Inc. (the “Company”) appointed John Janedis
as Chief Financial Officer of the Company, effective February 7, 2022 (the “Effective Date”). The Board also designated Mr.
Janedis as the Company’s principal financial officer and principal accounting officer, each as of the Effective Date, succeeding
Simone Nardi in each such role.
Mr.
Janedis, age 51, has served as Managing Director, Senior Equity Research Analyst at Wolfe Research, LLC, a sell-side research firm, since
March 2020, focusing on the media, cable and telecommunications industries. Prior to that, he was Senior Vice President, Capital Markets,
Treasurer and Investor Relations at TEGNA Inc., a media company, from December 2018 to March 2020. Before Tegna, Mr. Janedis served as
Managing Director, Senior Equity Research Analyst at each of Jefferies LLC from 2014 to 2018, UBS Securities from 2010-2014 and Wells
Fargo Securities from 2006 to 2010. Prior to these roles, he held several equity research positions at Banc of America Securities from
2000 to 2006 and Morgan Stanley & Co. from 1999 to 2000. Mr. Janedis received his bachelor’s degree in Economics and Master
of Business Administration from New York University.
In
connection with the appointment of Mr. Janedis as Chief Financial Officer, the Company entered into an employment letter setting forth
the terms of his employment. The employment letter provides for an initial annual base salary of $430,000 and an annual bonus with a
target amount equal to 50% of his annual base salary. In connection with Mr. Janedis’ appointment, the Company will grant him an
award of restricted stock units covering that number of shares of the Company’s common stock with a value equal to $2,000,000 on
the grant date based on the volume weighted average closing price per share of our common stock for the month in which his employment
commences (the “Initial RSU Award”). The Initial RSU Award will be granted pursuant to the Company’s 2020 Equity Incentive
Plan and will be subject to the terms and conditions of a restricted stock unit award agreement. The Initial RSU Award will vest over
a four-year period, subject to Mr. Janedis’ continued employment with the Company through each such vesting date.
Regardless
of the manner in which Mr. Janedis’ employment terminates, he will be entitled to receive amounts previously earned during the
term of his employment, including unpaid salary and accrued but unpaid benefits. In addition, Mr. Janedis will be entitled to certain
severance benefits under his employment letter, subject to his execution of a release of claims. Upon termination without “cause”
or resignation for “good reason” (as both are defined in the employment letter), Mr. Janedis will be entitled to: (A) continuation
of his base salary for 12 months, (B) a lump sum equal to his annual target bonus for the year in which such termination occurs; and
(C) accelerated vesting of any then-unvested portion of the Initial RSU Award.
Item
7.01 Regulation FD Disclosure.
On
February 3, 2022, the Company issued a press release (the “Press Release”) regarding Mr. Janedis’ appointment as Chief
Financial Officer of the Company. A copy of the Press Release is attached hereto as Exhibit 99.1.
The
information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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 hereunto duly authorized.
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FUBOTV
INC.
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Date:
February 3, 2022
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By:
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/s/
David Gandler
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David
Gandler
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Chief
Executive Officer
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fuboTV (NYSE:FUBO)
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