Document

8-K 1 innovid-8xkdirectorappoint.htm 8-K Document

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): July 1, 2022

Innovid Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40048

87-3769599

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

30 Irving Place, 12th Floor

New York, NY 10003

(Address of principal executive offices) (Zip Code)

(212) 966-7555

(Registrant’s telephone number, include area code)

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)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

CTV

New York Stock Exchange

Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share

CTVWS

New York Stock Exchange

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 July 1, 2022, Steven Cakebread notified Innovid Corp. (the “Company”) of his resignation for personal reasons from the Board of Directors (the “Board”) and Audit Committee of the Board, effective July 8, 2022 (the “Effective Date”)

On July 7, 2022 the Board elected Brian Hughes as a Class I director of the Company, effective on the Effective Date, for a term expiring at the annual meeting of shareholders in 2025 or until his earlier death, resignation or removal. In addition, the Board appointed Mr. Hughes to serve on the Audit Committee of the Board (the “Audit Committee”) as Audit Committee Chair to fill the vacancy created by Mr. Cakebread’s resignation.

Mr. Hughes, age 63, currently serves as a Director of Bentley Systems (Nasdaq: BSY), CompoSecure, Inc. (Nasdaq: CMPO) and Omnilit Acquisition Corp (Nasdaq: OLITU). Mr. Hughes was previously an audit partner, the national private markets group leader, and venture capital co-leader at KPMG LLP where he worked from 2002 to 2019 and an audit partner at Arthur Andersen where he worked from 1981 to 2002. Mr. Hughes received a Master’s in Business Administration and a Bachelor of Science in Economics and Accounting from the Wharton School, University of Pennsylvania. Mr. Hughes was chosen to serve on the Board because of his financial expertise, extensive accounting, auditing and venture capital experience as well as his experience as a director and advisor of other companies.

In connection with his appointment to the Board, the Board determined that Mr. Hughes is independent under the independence standards of the New York Stock Exchange (the “NYSE”) and is independent under the rules of the NYSE and the Securities Exchange Commission (the “SEC”) for purposes of service on the Audit Committee. There are no arrangements or understandings between Mr. Hughes and any other person pursuant to which he was selected as a director, and there are no relationships or transactions in which Mr. Hughes has an interest requiring disclosure under Item 404(a) of Regulation S-K currently contemplated or since the beginning of the last fiscal year. As non-employee directors of the Company, Mr. Hughes will participate in the compensation program for non-employee directors as described under the heading “Director Compensation” in the Company's definitive proxy statement on Schedule 14A, filed with the SEC on April 27, 2022 (the “Director Compensation Program”). In addition, Mr. Hughes received a special award in the form of a number of Restricted Stock Units equal to the Pro-Rated Annual RSU Award divided by the Reference Price (as defined in the Director Compensation Program), subject to the terms of the Equity Plan (as defined in the Director Compensation Program). The Company also entered into its standard indemnification agreement for directors and officers with Mr. Hughes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No

Description

99.1

Press Release dated July 8, 2022 by Innovid Corp.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

INNOVID CORP.

Date: July 8, 2022

By:

/s/ Tanya Andreev-Kaspin

Name:

Tanya Andreev-Kaspin

Title:

Chief Financial Officer

Innovid Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits