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): December 21, 2023
Endeavor Group Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-40373 | 83-3340169 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 9601 Wilshire Boulevard, 3rd Floor |
90210 | |
| (Address of principal executive offices) | (Zip Code) |
(310) 285-9000
(Registrant’s telephone number, including area code)
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:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Class A Common Stock, $0.00001 par value per share | EDR | 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 December 21, 2023, Endeavor Group Holdings, Inc. and its subsidiary, Endeavor Operating Company, LLC (the “Employer”) entered into Amendment No. 1 (the “Amendment”) to Term Employment Agreement, dated as of April 19, 2021 (the “Employment Agreement”), with Seth Krauss, one of the Company’s named executive officers. The Amendment, which is to be effective as of January 1, 2024 (the “Effective Date”), (i) extends the term of Mr. Krauss’ employment by an additional twelve months by providing for a term of employment beginning on the Effective Date and, subject to earlier termination in accordance with the agreement, ending on December 31, 2024 and (ii) reflects a change in his title and duties from the Chief Legal Officer of the Employer to the Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of the Employer.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1, dated as of December 21, 2023, to Term Employment Agreement, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Seth Krauss, dated as of April 19, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| ENDEAVOR GROUP HOLDINGS, INC. | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Chief Financial Officer | |
Date: December 22, 2023
Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1 TO TERM EMPLOYMENT AGREEMENT
This Amendment No. 1 to Term Employment Agreement (“Amendment”) is entered into as of December 21, 2023 to be made effective as of January 1, 2024 (the “Amendment Date”), by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company” or such affiliate thereof which may employ Employee from time to time (“Employer”) and SETH KRAUSS, an individual (“Employee”).
RECITALS
| A. | Employee, EGH and Endeavor Operating Company are currently party to that certain Term Employment Agreement, dated as of April 19, 2021 (the “Employment Agreement”). |
| B. | The parties hereto desire to amend the Employment Agreement to, among other things, memorialize a modification to Employee’s position and duties, and extend the Term by one additional year. |
| C. | Capitalized terms not defined herein shall have the meanings set forth in the Employment Agreement. |
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties hereto agree as follows:
| 1. | Effectiveness. |
This Amendment shall be effective on the Amendment Date and, solely with respect to the terms herein and notwithstanding anything to the contrary in the Employment Agreement, the Employment Agreement is hereby modified with the modifications herein effective as of the Amendment Date (and not with respect to any period preceding the Amendment Date).
| 2. | Amendment. |
(a) The first three sentences of Section 2 of the Employment Agreement are hereby amended and restated to read as follows:
Employer hereby agrees to employ Employee as Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management, subject to the terms, conditions and provisions of this Agreement. Employee’s duties and responsibilities shall include oversight of the Employer Group’s Legal, Information Technology, Security, Health & Safety, and Facilities operations. Employee accepts such employment and agrees to render services as provided herein, all of which services shall be performed conscientiously and to the fullest extent of Employee’s ability. Employee shall report directly to the President or Chief Operating Officer of EGH (currently Mark Shapiro) or any successor position thereto.
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(b) The reference to “Chief Legal Officer” in Section 3.5 of the Employment Agreement is hereby removed and replaced with “Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management”.
(c) All references to “December 31, 2023” in Section 4 of the Employment Agreement are hereby removed and replaced with “December 31, 2024”, and the references to “August 31, 2023” and “January 1, 2024” in Section 4.8(c) of the Employment Agreement are hereby removed and replaced with “August 31, 2024” and “January 1, 2025”, respectively.
| 3. | Miscellaneous. |
(a) Sections 13 through 20, 22 through 24 and 26 of the Employment Agreement shall apply to this Amendment mutatis mutandis. The Employment Agreement, as modified by this Amendment, constitutes the entire understanding between the parties with respect to the subject matter thereof and hereof and supersedes all prior negotiations, discussions, preliminary agreements, and/or any oral or written agreements.
(b) This Amendment shall be and hereby is incorporated into and forms a part of the Employment Agreement.
(c) Except as expressly provided herein, all terms and conditions of the Employment Agreement shall remain in full force and effect.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.
| ENDEAVOR OPERATING COMPANY, LLC | ||
| By: | /s/ Jason Lublin | |
| Name: Jason Lublin | ||
| Title: Authorized Signatory | ||
| ENDEAVOR GROUP HOLDINGS, INC. | ||
| By: | /s/ Jason Lublin | |
| Name: Jason Lublin | ||
| Title: Authorized Signatory | ||
| /s/ Seth Krauss |
| SETH KRAUSS |
Signature Page to Amendment No. 1 to Term Employment Agreement