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 7, 2020 (April 1, 2020)
GRID DYNAMICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38685 | 83-0632724 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification No.) |
5000 Executive Parkway, Suite 520
San Ramon, CA 94583
(Address of principal executive offices)
Registrant’s telephone number, including area code: (619) 736-6855
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 | GDYN | The NASDAQ Stock Market LLC | ||
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | GDYNW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective April 1, 2020, the below executive officers (each, an “Executive”) of Grid Dynamics Holdings, Inc. (the “Company”) have each agreed to amend their respective Executive Employment Agreements to reduce their current salary levels by twenty percent (20%) until June 30, 2020 (the “Salary Reductions”). In connection with the Salary Reductions, each Executive entered into a Salary Reduction Acknowledgement, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
|
Name |
Title | Current Salary | Reduced Salary | |||||||
| Leonard Livschitz | Chief Executive Officer | $ | 600,000.00 | $ | 480,000.00 | |||||
| Victoria Livschitz | Executive Vice President of Customer Success | $ | 400,000.00 | $ | 320,000.00 | |||||
| Anil Doradla | Chief Financial Officer | $ | 300,000.00 | $ | 240,000.00 | |||||
| Yury Gryzlov | Senior Vice President of Operations | $ | 250,000.00 | $ | 200,000.00 | |||||
Item 8.01 Other Events.
Effective April 1, 2020, each non-employee member of the Board of Directors of the Company (the “Board”) elected to forgo all individual cash retainer payments for Board service for the Company’s second fiscal quarter of 2020 that he or she would otherwise receive pursuant to the Company’s Outside Director Compensation Policy (the “Policy”). In lieu of such payments, and subject to Board approval and the terms of the Policy, the directors will instead receive the value of such payments in fully vested stock issued in arrears at the end of the second fiscal quarter of 2020.
The foregoing description of the Policy is subject and qualified in its entirety by reference to the full text of the Policy, a copy of which was filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2020, and incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Document | |
| 10.1 | Form of Salary Reduction Acknowledgment. |
1
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.
Dated: April 7, 2020
| GRID DYNAMICS HOLDINGS, INC. | ||
| By: | /s/ Anil Doradla | |
| Name: | Anil Doradla | |
| Title: | Chief Financial Officer | |
2
Exhibit 10.1
SALARY REDUCTION ACKNOWLEDGEMENT
This Salary Reduction Acknowledgement (“Acknowledgement”) is made by and between [_____] (the “Executive”) and Grid Dynamics Holdings, Inc. (the “Company”) (collectively referred to herein as, the “Parties”), as of [_____], 2020 (the “Effective Date”).
WHEREAS, Executive entered into an Executive Employment Agreement with Grid Dynamics International, Inc., dated [_____],which the Company assumed on March 6, 2020, (as hereinafter amended, the “Employment Agreement”), and
WHEREAS, Executive’s current annualized base salary is $[_____] (the “Current Base Salary”) and the Parties have agreed to a reduction of Executive’s annualized base salary to $[_____] as of the Effective Date (the “New Base Salary”).
NOW, THEREFORE, the Parties agree as follows:
1. Salary Reduction. Executive acknowledges and agrees that Executive’s annualized base salary shall be reduced to the New Base Salary as of the Effective Date (the “Base Salary Reduction”), until June 30, 2020. For the avoidance of doubt, effective as of July 1, 2020, Employee’s annualized base salary shall be the Current Base Salary, provided Employee remains continuously employed with the Company through such date.
2. No Good Reason. Executive further acknowledges and agrees that neither the execution of this Acknowledgement nor the Base Salary Reduction nor any subsequent incremental or full increase to Executive’s New Base Salary (even if any such increase does not raise Executive’s annualized base salary back to the Current Base Salary) will constitute “Good Reason” or any similar term under the Employment Agreement or any other agreement or contract between Executive and the Company or any of its affiliates, and that the Salary Reduction shall not trigger any “constructive termination” rights that Executive may currently have, if at all, in any of Executive’s compensation arrangements with the Company, including any employment agreement, offer letter and/or equity award agreement.
3. Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences to Executive with regard to the salary reduction provided under Section 1 and/or any other consideration provided to Executive under this Agreement.
4. Entire Agreement; No Oral Modification. This Acknowledgement may only be amended in a writing signed by Employee and the Company (or its successors). This Acknowledgement constitutes the entire agreement and understanding between the Parties concerning the subject matter of this Acknowledgement and, supersedes and replaces any and all prior and simultaneous agreement, whether written or oral, concerning the subject matter of this Acknowledgement.
5. At-Will Employment. This Acknowledgement should not be construed to create or imply the creation of a contract of employment for a specified term between the Company and the Executive, nor should it be construed as a guarantee of employment for a specific period of time. In all circumstances, employment with the Company is “at-will”, which means that either the Executive or the Company can terminate the employment relationship at any time, with or without cause and with or without prior notice. This at-will relationship may only be changed by an individual employment Acknowledgement for a specific term signed by the Executive and a representative of the Company.
| GRID DYNAMICS HOLDINGS, INC. | EXECUTIVE | |||
| By: | Date: | |||
| Date: | ||||
-2-