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):
April 17, 2020
LEAF GROUP LTD.
(Exact name of Registrant as specified in
its charter)
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Delaware
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001- 35048
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20-4731239
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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1655 26th Street
Santa Monica, California
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90404
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (310) 656-6253
Not Applicable
(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(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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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, $0.0001 par value
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LEAF
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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 April 17, 2020, the Board of Directors (the “Board”)
of Leaf Group Ltd. (the “Company”) received a letter from Brian Regan pursuant to which he resigned as a director of
the Board, effective immediately. Mr. Regan was a member and the chairperson of the Company’s nominating and corporate governance
committee and of the Company’s compensation committee at the time of his resignation.
As all of the members of the Company’s nominating and
corporate governance committee are up for election at the Company’s 2020 annual meeting of stockholders, the Board formed
an ad hoc committee consisting of all other independent directors. The ad hoc committee decided to nominate only Mr. Charles (Lanny)
Baker and Ms. Jennifer Schulz for election as directors at the Company’s 2020 annual meeting of stockholders. Upon being
notified that he was not being nominated for reelection, Mr Regan resigned.
According to his resignation letter, and based on information
known to the Company, Mr. Regan’s decision to resign was due to the ad hoc committee’s decision not to nominate him
for reelection. A copy of Mr. Regan’s letter of resignation is attached hereto as Exhibit 17.1.
The Company has provided Mr. Regan with a copy of the disclosure
in this Current Report on Form 8-K and the opportunity to furnish the Company with a letter addressed to the Company stating whether
he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does
not agree. Upon the receipt of any such letter from Mr. Regan, the Company will file any such letter as an exhibit to an amendment
to this Current Report on Form 8-K no later than two business days after it is received.
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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Date: April 23, 2020
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LEAF GROUP LTD.
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By:
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/s/ Jantoon Reigersman
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Jantoon Reigersman
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Chief Financial Officer
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Exhibit 17.1
April 17, 2020 DELIVERED VIA E-MAIL Board of Directors Leaf Group
Ltd. 1655 26th Street Santa Monica, CA 90404 Attention: James Quandt, Chairman Dear Ladies and Gentlemen: This letter serves to
notify you and Leaf Group Ltd. (the “Company”) of my resignation as a member of the Company’s board of directors,
effective as of today, April 17, 2020, as I was informed yesterday that I would not be recommended by the ad hoc committee of
designated independent directors to be nominated by the Company in order to stand for re-election to the Company’s board
of directors at the upcoming 2020 annual meeting of stockholders. Sincerely, Brian M. Regan