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 Earliest Event reported) — January 20, 2020

 

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter)

 

 Canada 001-13718 98-0364441
(Jurisdiction of Incorporation)  (Commission File Number) (IRS Employer Identification No.)

 

330 Hudson Street, 10th Floor, New York, NY 10013
(Address of principal executive offices and zip code)

 

(646) 429-1800

(Registrant’s Telephone Number) 

 

745 Fifth Avenue

New York, New York 10151

(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)
   
¨ 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© under the Exchange Act (17 CFR 240.13e− 4©)

 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Class A Subordinate Voting Shares, no par value MDCA NASDAQ

 

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.

 

Resignation of Daniel Goldberg as a Director

 

On January 20, 2020, Canadian resident Mr. Daniel Goldberg notified MDC Partners Inc. (the “Company”) of his intent to resign and subsequently on January 21, 2020 tendered his resignation from the board of directors (the “Board”) of the Company with such resignation effective as of the appointment of a replacement resident Canadian director. Mr. Goldberg’s resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. Mr. Goldberg’s resignation did not affect the Company’s compliance with Canadian law requirements relating to the number of Canadian resident directors on the Board, due to the appointment of Mr. Wade Oosterman, also a Canadian resident, to the Board effective on January 23, 2020. Mr. Goldberg’s resignation became effective upon Mr. Oosterman’s appointment.

 

Appointment of Wade Oosterman as a Director

 

On January 23, 2020, the Company’s Board of Directors appointed Canadian resident Mr. Wade Oosterman as a director. Mr. Oosterman joined the Company’s Board effective January 23, 2020, for a term extending through the date of the Company’s 2020 annual meeting of stockholders. There is no arrangement or understanding between Mr. Oosterman, and any other person pursuant to which he was appointed as a director of the Company. Mr. Oosterman was appointed as a member of the Audit Committee.

 

In connection with his service on the Board, and consistent with the Company’s compensation arrangements for non-employee directors, Mr. Oosterman will receive an annual cash retainer of $70,000 together with meeting fees, an annual grant of restricted stock valued at approximately $100,000, reimbursement of expenses (inclusive of travel expenses, if applicable), indemnification and insurance coverage.

 

Item 7.01 Regulation FD Disclosure.

 

On January 24, 2020, the Company issued a press release announcing the resignation of Mr. Goldberg from the Board and the appointment of Mr. Oosterman to the Board. This press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

The foregoing information (including Exhibit 99.1 hereto) is being furnished under Item 7.01. Such information (including the Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press release dated January 24, 2020.

 

 

 

 

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.

 

Date: January 24, 2020 MDC Partners Inc.
     
  By: /s/ Jonathan B. Mirsky
    Jonathan B. Mirsky
    General Counsel & Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

FOR: MDC Partners Inc.
  330 Hudson Street, 10th Floor
  New York, NY 10013
   
CONTACT: Alexandra Delanghe Ewing
  Chief Communications Officer
  646-429-1845
  adelanghe@mdc-partners.com

 

 

MDC Partners Appoints Wade Oosterman to Board of Directors

 

Vice Chair of Bell Canada Brings Added Sophisticated Financial, Operational

and Brand Building Experience to the Board

 

New York, New York, January 24, 2020 (NASDAQ: MDCA) – MDC Partners announced today that Wade Oosterman was elected yesterday to its board of directors, effective January 23, 2020, and will also serve on the MDC Partners audit committee.

 

As Vice Chair of Bell Canada, the country’s largest communications provider, and Group President of Bell Media, Canada’s leading multimedia company, Oosterman brings to the board deep financial acumen, expertise in risk assessment and mitigation, and an exceptional operational background. He also serves as Bell’s Chief Brand Officer, including overall brand stewardship, advertising, promotions and sponsorships, offering the MDC board a unique marketing and industry point of view.

 

“Wade’s experience includes extensive operational and marketing leadership of some of the most technologically forward and data savvy organizations in the world,” said Mark Penn, Chairman and CEO of MDC Partners. “He brings sophisticated financial expertise, with background in transactions at every stage of capital maturity, a mastery of modern branding, and international experience across Europe, Asia and North America. We are thrilled to be welcoming his perspective to our board at this stage in MDC’s strategic growth.”

 

Vice Chair of Bell and Group President of Bell Media since 2018, and Chief Brand Officer since 2006, Oosterman has also served as President of Bell Mobility, the company’s national wireless business. He was previously Chief Marketing and Brand Officer for TELUS Corp. and Executive Vice President, Sales and Marketing for TELUS Mobility. In 1987, Oosterman co-founded wireless carrier Clearnet Communications Inc. and served on its board of directors until the company’s sale in 2000 to TELUS for $6.6 billion, still the largest transaction in Canadian telecom history.

 

“I’m proud to join the board of MDC Partners, an exceptional marketing and communications network that is far greater than the sum of its parts,” said Mr. Oosterman. “This is an exciting opportunity to work with some of the best marketers and brand builders in the world, and I am committed to offering my own learning and experience to support the MDC team in continuing to deliver outstanding value and competitive advantage to our clients.”

 

 

 

 

Oosterman currently serves on the boards of Telephone Data Systems Inc., a telecom operator participating in the US Midwest markets, and Enstream, a joint venture of the three largest Canadian telecom providers that develops mobile payment and identity verification products. He has also served on the boards of Ingram Micro and Virgin Mobile Canada.

 

Oosterman assumes the board position previously held by Dan Goldberg, who retired from the board, effective yesterday.

 

“It has been a privilege to serve on the MDC Board and to work with the company’s management team and other directors during this transformative time for the company,” said Goldberg. “I wish MDC great success and look forward to tracking the company’s growth as it executes on the strategic initiatives put in motion over the last several months.”

 

“Dan has been an instrumental player in some of the most significant activities and developments in the company’s recent history, and a valuable member of our team as MDC put in place a new, refocused strategic plan over the last year,” added Penn. “We’re immensely grateful to Dan for his insights, counsel, and contributions as a valued member of our board, and wish him the very best in all his endeavors.”

 

About MDC Partners Inc.

MDC Partners is one of the most influential marketing and communications networks in the world. As “The Place Where Great Talent Lives,” MDC Partners is celebrated for its innovative advertising, public relations, branding, digital, social and event marketing agency partners, which are responsible for some of the most memorable and effective campaigns for the world’s most respected brands. By leveraging technology, data analytics, insights and strategic consulting solutions, MDC Partners drives creative excellence, business growth and measurable return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, visit our website at www.mdc-partners.com and follow us on Twitter at http://www.twitter.com/mdcpartners.

 

 

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