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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 14, 2023
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-38363 |
|
84-3235695 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2014 Champions Gateway
Canton, OH 44708
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (330) 754-3427
(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 |
| Common Stock, $0.0001 par value per share |
|
HOFV |
|
Nasdaq Capital Market |
| Warrants to purchase 0.064578 shares of Common Stock |
|
HOFVW |
|
Nasdaq Capital Market |
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. |
Amendment of Michael Crawford’s
Employment Agreement
On April 14, 2023, Michael Crawford,
President and Chief Executive Officer of Hall of Fame Resort & Entertainment Company (the “Company”), voluntarily determined
to reduce his base salary by $50,000 for each of fiscal years 2023-2026. Mr. Crawford decided to take the salary reduction as part of
a focus on lowering Company costs. The salary reduction will not modify any Company employee benefits or other rights provided to Mr.
Crawford under his employment agreement that are determined by reference to his base salary. Such provisions will continue to be applied
based on the base salary rate in effect prior to the reduction. The voluntary salary reduction is set forth in an amendment to Mr. Crawford’s
employment agreement, effective May 1, 2023 (the “Amendment”).
The foregoing description of
the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which
is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Non-Renewal of Michael Levy
Employment Agreement
On April 17, 2023, the Company
and Michael Levy, President of Operations, mutually agreed that Mr. Levy’s employment agreement with HOF Village Newco, LLC (“HOFV
Newco”), a subsidiary of the Company, dated June 22, 2020 and amended December 20, 2022, would not be renewed. Mr. Levy’s
separation will be effective May 5, 2023 (the “Separation Date”). Michael Crawford, President and Chief Executive Officer
of the Company, will assume Mr. Levy’s responsibilities on the Separation Date. In connection with Mr. Levy’s separation,
HOFV Newco entered into a Severance Agreement with Mr. Levy, dated April 19, 2023 (the “Levy Severance Agreement”). Under
the Levy Severance Agreement: (i) the Company will pay Mr. Levy an amount equal to his current annual base salary for twenty-six weeks
following the Separation Date; (ii) the Company will pay Mr. Levy the value of any paid time off accrued and unused through the Separation
Date; (iii) the Company will pay Mr. Levy the second and final installment of his bonus award for 2022 in the amount of $32,500, in conformity
with the Company’s normal payout procedures; and (iv) the Company will accelerate vesting to the Separation Date of 9,346 unvested
restricted stock units (“Levy RSUs”) granted to Mr. Levy under the Hall of Fame Resort & Entertainment Company Amended
2020 Omnibus Incentive Plan. The Levy Severance Agreement additionally includes a customary general release of claims by Mr. Levy in favor
of the Company and certain related persons and parties.
The foregoing description of
the Levy Severance Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Levy Severance Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
On April 20, 2023, the Company
posted on its website a letter to shareholders from Michael Crawford, President and Chief Executive Officer, providing an update on recent
developments. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Document |
| 10.1 |
|
Amendment to Amended and Restated Employment Agreement, effective May 1, 2023, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and Michael Crawford |
| 10.2 |
|
Severance Agreement, dated April 19, 2023, by and between HOF Village Newco, LLC and Michael Levy |
| 99.1 |
|
Letter to Shareholders dated April 20, 2023 |
| 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.
| |
HALL OF FAME RESORT & ENTERTAINMENT COMPANY |
| |
|
|
| |
By: |
/s/ Michael Crawford |
| |
|
Name: |
Michael Crawford |
| |
|
Title: |
President and Chief Executive Officer |
| |
|
|
| Dated: April 20, 2023 |
|
|
Exhibit 10.1
AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT agreement
This Amendment to
Amended and Restated Employment Agreement (this “Amendment”) is made and entered into on the 14th day of
April 2023 by and between HOF Village Newco, LLC (“HOF Newco”) and Hall of Fame Resort & Entertainment Company
(“Hall of Fame Resort”) (Hall of Fame Resort, together with HOF Newco, the “Company”), on the one hand, and
Michael Crawford (the “Executive”), on the other hand, and shall be effective on the 1st day of May 2023 (the
“Effective Date”).
RECITALS
1. The Executive is currently
employed as the President and Chief Executive Officer of the Company pursuant to the Amended and Restated Employment Agreement between
the Executive and the Company dated January 1, 2023 (the “Employment Agreement”).
2. The Executive has voluntarily
determined that his Annual Base Salary in Section 2.1 of the Employment Agreement should be prospectively reduced by $50,000 per year
for calendar years 2023 through 2026 as part of a focus on managing Company costs, and the Company has agreed to the Executive’s
voluntary determination.
AGREEMENTS
In consideration of the mutual
covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
1. Effective
as of the Effective Date, the Executive’s Annual Base Salary in Section 2.1 of the Employment Agreement shall be $900,000 from
January 1, 2023 through December 31, 2023 and $925,000 from January 1, 2024 through December 31, 2024. For the sake of clarity, to ensure
that the Annual Base Salary received by the Executive for calendar year 2023 is $900,000, the Executive’s weekly salary for the
period May 1, 2023 through December 31, 2023 shall be $16,880.34. For calendar years 2025 and 2026, Executive’s Annual Base Salary in Section
2.1 of the Employment Agreement shall be determined by the Compensation Committee of the Board based on the Company’s and the Executive’s
achievement of performance metrics as agreed-upon in writing by the Executive and the Compensation Committee of the Board; provided,
however, that the amount determined by the Compensation Committee based on achievement of the aforementioned performance metrics shall
then be reduced by $50,000 and such reduced amount shall be the Executive’s Annual Base Salary for the applicable calendar year.
2. For
purposes of calculating the Executive’s Annual Bonus pursuant to Section 2.2 of the Employment Agreement and the Executive’s
entitlement to benefits under Section 2.4 of the Employment Agreement, the amendments to the Executive’s Annual Base Salary set
forth in Section 1 of this Amendment shall be disregarded, and the Executive’s “Annual Base Salary” for purposes of
Sections 2.2 and 2.4 of the Employment Agreement shall be deemed to be: (a) $950,000 through December 31, 2023; (b) $975,000 from January
1, 2024 through December 31, 2024; and (c) for calendar years 2025 and 2026, the amount determined by the Compensation Committee based
on achievement of the performance metrics described in Section 1 of this Amendment prior to the $50,000 reduction referenced in Section
1 of this Amendment. For the sake of clarity, the reference to “Annual Base Salary” in Section 3.3(a) of the Employment Agreement
means the Annual Base Salary set forth in Section 1 of this Amendment.
3. Unless the Employment Agreement is terminated earlier pursuant to the termination provisions in the Employment Agreement, this
Amendment shall expire and terminate on December 31, 2026.
4. Except as otherwise modified herein, the Employment Agreement (including but not limited to its termination and severance provisions)
shall remain in full force and effect and is hereby reaffirmed by the parties hereto.
5. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute
one and the same Amendment. This Amendment may be delivered by facsimile transmission or email attachment of an originally executed copy.
[Signatures on Following Page]
IN WITNESS WHEREOF,
the parties have executed this Amendment as of the dates below to be effective on the Effective Date.
| |
HOF Village Newco, LLC |
| |
|
| |
By: |
/s/ Benjamin Lee |
| |
Name: |
Benjamin Lee |
| |
Title: |
Chief Financial Officer |
| |
|
| |
Date: |
4/19/2023 |
| |
|
| |
|
| |
HALL OF FAME RESORT & ENTERTAINMENT COMPANY |
| |
|
| |
By: |
/s/ Benjamin Lee |
| |
Name: |
Benjamin Lee |
| |
Title: |
Chief Financial Officer |
| |
|
| |
Date: |
4/19/2023 |
| |
|
| |
|
| |
MICHAEL CRAWFORD |
| |
|
| |
/s/ Michael Crawford |
| |
Michael Crawford, Individually |
| |
|
| |
Date: |
4/19/2023 |
|
[Signature Page to Crawford Amendment to Employment Agreement]
Exhibit 10.2
SEVERANCE AGREEMENT
THIS AGREEMENT, effective
on the date this Agreement becomes irrevocable as set forth in Paragraph 13 below, is entered into between HOF Village Newco, LLC, on
behalf of itself and its parent, affiliated, predecessor, successor, subsidiary, and other related companies, and each of them, jointly
and severally (herein singularly and collectively called the "Company"), and Michael Levy of 10036 Deerfield Ln., Brecksville,
Ohio 44141, on behalf of himself and his heirs, executors, guardians, administrators, successors and assigns, and each of them, jointly
and severally (hereinafter singularly and collectively called "Employee") who agree to be bound by all of the terms and conditions
hereof.
WHEREAS, the Company
and Employee (herein collectively referred to as the “Parties”) are party to an Employment Agreement, dated June 22, 2020,
as amended through Amendment No. 1, dated December 22, 2020 (“Employment Agreement”);
WHEREAS, the Company and Employee
desire to mutually terminate the Employment Agreement and fully, equitably, and completely settle and dispose of any and all claims of
whatever kind or nature which Employee ever had, may now have, or may hereafter have based on events or occurrences from the beginning
of time through the date of this Agreement, whether known or unknown, against the Company and/or the Company’s officers, directors,
shareholders, employees, agents, attorneys or insurers (hereinafter, “Company Releasees”);
NOW THEREFORE, in consideration
of the mutual promises contained here, and for good consideration, the sufficiency of which is hereby acknowledged, Company and Employee
agree as follows:
| 1. | Employee agrees that his employment with the Company as President of Operations (and/or in any other capacity)
will terminate on May 5, 2023 (“Separation Date”). |
| 2. | After May 5, 2023, Employee shall not be entitled to any salary,
wages, commissions, bonuses, profit sharing, benefits, insurance or other compensation from the Company or any related entity except as
specifically set forth below. |
| 3. | The Company agrees to pay or provide Employee the following: |
| a. | The Company will pay Employee severance pay, which is defined as the payment of base salary less all applicable
deductions for federal, state, and local taxes, social security, wage withholding, and other taxes, for a period of twenty-six (26) weeks
following the Separation Date, in conformity with the Company’s normal payroll procedures, beginning no earlier than the expiration
of the revocation period set forth in Paragraph 13 herein. |
| b. | The Company will pay Employee the value of any paid time off (“PTO”) accrued and unused through
the Separation Date, less all applicable deductions for federal, state, and local taxes, social security, wage withholding, and other
taxes, at a date no earlier than the expiration of the revocation period set forth in Paragraph 13 herein. |
| c. | The Company will pay Employee the second and final installment of Employee’s bonus award for 2022
in the amount of $32,500, in conformity with the Company’s normal payout procedures, at a date no earlier than the expiration of
the revocation period set forth in Paragraph 13 herein. |
| d. | The Company will accelerate the vesting of Employee’s
outstanding unvested equity grants as set forth in Addendum A (attached hereto) to coincide with Employee’s Separation Date, subject
to withholding of shares necessary to cover any income or employment tax withholding requirements arising as a result of the grant,
vesting and settlement of the Restricted Stock Units covered by the awards reflected in Addendum A. |
| 4. | Medical, dental and vision benefits will continue through the severance period, subject to Employee’s
ongoing payment of the applicable premiums (through wage withholding). All other Company benefits will end effective November 30, 2023.
At the end of the severance period, Employee will be eligible for continued health care coverage in accordance with the provisions of
the Federal Consolidated Omnibus Budget and Reconciliation Act, as amended ("COBRA"), provided he complies with the COBRA requirements
and pays the applicable premiums. |
| 5. | Employee acquits, releases, and forever discharges
the Company and the Company Releasees of and from all, and in all manner of, actions and causes of action, suits, debts, claims and demands
whatsoever, in law or in equity, which he ever had, may now have, or may hereafter have with respect to any aspect of his employment by,
or termination of employment from, the Company, or with respect to any other matter whatsoever that pre-dates his execution of this Agreement,
whether known or unknown to him at the time of execution of this Agreement. Employee’s covenants and releases, as set forth in this
Agreement, include a waiver of any and all rights or remedies which he ever had, may now have, or may hereafter have against the Company
and the Company Releasees under any federal, state, or local law including, but not limited to, Title VII of the 1964 Civil Rights Act;
42 U.S.C. §2000e, et seq. (as amended by the Civil Rights Act of 1991), and the Age Discrimination in Employment Act of 1967,
29 U.S.C. §621, et seq. Nothing contained in this Agreement limits Employee’s
ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational
Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission
(“Government Agencies”), but Employee promises not to seek any damages, remedies or other relief for himself personally by
filing or prosecuting a charge with any administrative agency with respect to any claim released by this Agreement. Employee
further understands that this Paragraph does not limit his ability to communicate with any Government Agencies or otherwise participate
in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information,
without notice to the Company. This Paragraph does not limit Employee’s
right to receive an award from a Government Agency for information provided to any Government Agency. |
| 6. | Employee intends that this Agreement shall bar each and every claim, demand, and cause of action hereinabove
specified, whether known or unknown, to him at the time of execution of this Agreement. As a result, Employee acknowledges that he might,
in the future, discover claims or facts in addition to or different from those which he now knows or believes to exist with respect to
the subject matters of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected
this settlement. Nevertheless, Employee hereby waives any right, claim, or cause of action that might arise as a result of such different
or additional claims or facts. |
| 7. | Employee agrees that he will return to the Company all Company credit cards, keys, customer lists and
records, policy and procedure manuals, price lists, business contracts, cellular phone, computer equipment and other company property,
documents and information belonging to the Company upon his termination from the Company. |
| 8. | Employee recognizes that the Company is the owner of proprietary rights in certain systems, information,
records and other things which constitute valuable trade secrets of the Company, and that he has been employed in a position in which
he has had access to such information. Employee acknowledges that the Company has a legitimate interest in protecting such confidential
and proprietary information in order to maintain and enhance a competitive edge within its industry. Accordingly, Employee agrees that
he will not remove, duplicate, or disclose, directly or indirectly, to any persons or entities outside the Company, any information, property,
trade secrets or other things of value which have not been publicly disclosed including, but not limited to, products, product specifications,
procedures, prices, costs, business affairs, plans, ideas, or past, present or prospective customers. |
| 9. | Employee agrees that he will not, directly or indirectly, and without the Company's prior written consent,
voluntarily provide information, documents, or testimony to any entity or person (except his counsel, tax preparer, and immediate family)
regarding: (a) his employment with, or termination of employment from, the Company (except in connection with Employee’s application
for employment with another employer, or Employee’s claim for any government assistance); (b) any other person's employment with,
or termination of employment from, the Company; or (c) any information or documents concerning the Company that are not generally known
and available in the public domain. In the event that a subpoena or other lawful process is properly served upon Employee requiring production
or disclosure of information or documents concerning the foregoing matters, he shall promptly notify the Company's Legal Department, in
writing, and provide it with copies of any subpoena or other process served upon him. Employee shall thereafter make such documents available
to the Company for inspection and copying at a reasonable time and place designated by the Company prior to their production. In the event
that the subpoena or other process requires testimony or statements from Employee, Employee agrees to meet, telephonically or in person,
with attorneys or agents designated by the Company, at a reasonable time and place designated by the Company and prior to the testimony,
for the purpose of discussing such testimony. Nothing herein shall give the Company the right to control or dictate the content of any
testimony given by Employee, or any documents produced by Employee, pursuant to subpoena or other lawful process. It is understood that
Employee shall provide all information lawfully required of him. In the event that the Company requires any information or testimony from
Employee in connection with any claim made against the Company, or any claims made by the Company against persons or entities not party
to this Agreement, Employee agrees to cooperate fully with the Company, including: (a) appearing at any trial, hearing or arbitration;
(b) meeting telephonically or in person with attorneys or agents designated by the Company, at a reasonable time and place designated
by the Company and prior to the testimony, for the purpose of discussing such testimony; and (c) providing the Company with any documentation
in Employee’s custody or control. This Paragraph shall not apply to investigations or proceedings involving the United States Equal
Employment Opportunity Commission or where such condition precedent is otherwise prohibited by law. |
| 10. | Employee agrees that his covenants and promises made in this Agreement are in consideration of the payment
and other promises made hereunder by the Company to which Employee would not otherwise be entitled. This consideration includes, but is
not limited to, acceleration of Employee’s unvested equity grants, which Employee expressly agrees he would not be entitled to but
for entering this Agreement. |
| 11. | Employee agrees that he will not reveal the existence of this Agreement, nor any terms thereof, to any
person, entity, or organization, except to his immediate family, to his attorney, his tax preparer, or as may be required by law. |
| 12. | In the event that Employee, or any person, entity, or organization, breaches any of Employee’s promises
made in this Agreement, and the Company defends or pursues any charge, suit, complaint, claim, or grievance as a result thereof, Employee
shall be liable to the Company for all damages, attorneys' fees, expenses, and costs (including discovery costs) incurred by it in defending
or pursuing the same, unless imposing such liability is otherwise prohibited by law. |
| 13. | For purposes of the Age Discrimination in Employment Act (“ADEA”) and Older Workers Benefit
Protection Act (“OWBPA”), Employee is hereby notified and acknowledges as follows: (a) he has been given the opportunity to
review and consider the terms of this Agreement for a period of twenty-one (21) days, and if he signs the Agreement before the full 21-days,
he is knowingly and voluntarily waiving the remainder of the 21-day consideration period; (b) he understands that he has the right to
obtain his own legal counsel regarding his rights, obligations and liabilities hereunder before he signs this Agreement, and is hereby
advised by the Company to obtain counsel; (c) Employee is not waiving any rights he has against the Company that may arise from future
occurrences after the date of this Agreement; (d) this Agreement and the associated waiver of claims, including waiver of Employee’s
rights or claims under the ADEA or OWBPA, is entered into knowingly and voluntarily by Employee, and that the benefits and monetary compensation
that he will receive under this Agreement are made without any pre-existing obligation by the Company and are additional and in excess
to any benefit or amount that Employee may otherwise be entitled to; and (e) Employee may revoke this Agreement for a period of seven
(7) calendar days after the date this Agreement is signed by Employee, and the Agreement will not become effective or enforceable until
the revocation period has expired. Any severance pay due under Paragraph 3 of this Agreement shall be paid to Employee no earlier than
the expiration of the revocation period herein. |
| 14. | The Parties agree that this Agreement shall be construed in accordance with Ohio law, and that pursuant
to such construction, no party shall be deemed the “drafter” of the Agreement. Further, any action brought by any party hereunder
may be instituted and maintained only in the appropriate court having jurisdiction over Stark County, Ohio. |
| 15. | The Parties agree that the relationship between
them has terminated. Employee shall refrain from disparaging the Company or commenting negatively relative to any aspect of the Company
directly, indirectly, electronically, orally, in writing or through any other means of communication, including on social media.
Company shall also refrain from disparaging Employee or commenting negatively relative to any aspect of Employee directly, indirectly,
electronically, orally, in writing or through any other means of communication, including on social media. Company agrees that, upon receipt
of any request for an employment verification or reference regarding Employee, to provide only Employee’s date of employment and
position(s) held. |
| 16. | Employee waives any and all rights to reinstatement and/or reemployment with the Company. The Company
shall further have no obligation to consider any such application or request for reinstatement or reemployment and, pursuant to this Agreement,
may terminate any such reinstatement or reemployment without liability to the Company. |
| 17. | The Parties agree that the foregoing constitutes the entire Agreement among them, that it supersedes the
Employment Agreement, and that there exist no other Agreements, oral or written, express or implied, relating to any matters covered by
this Agreement, or relating to any other matter whatsoever, whether or not within the knowledge or contemplation of either of the Parties
at the time of execution of this Agreement. This Agreement may only be changed in writing signed by both Parties hereto. |
| 18. | In the event that any provision of this Agreement is found, by any court or governmental agency, to be
unlawful or unenforceable, the Company has the right to require both parties to continue complying with the remaining provisions of this
Agreement or to declare the Agreement void. In the event that the Company declares this Agreement to be void, no party hereto shall have
any rights or obligations hereunder. |
| 19. | Employee acknowledges that to the extent that he incurs any additional tax liability as a result of the
amounts paid to him hereunder, such liability is his sole responsibility; and he shall pay taxes, interest or penalties due and payable. |
| 20. | By entering into this Agreement, the Company does not admit to the breach of any contractual or other
promises to Employee, and does not admit to the violation of any federal, state, local or other statute of law, including, but not limited
to, those laws referred to in this Agreement, and any claimed breaches or violations are hereby specifically denied. |
| 21. | By entering into this Agreement, Employee represents that he has no knowledge of any existing violations
or suspected violations by the Company of any federal, state or local laws or ordinances and further represents that he has been paid
by the Company for all hours worked (including overtime, if applicable) under the Fair Labor Standards Act, 29 U.S.C. §201 et seq. |
| 22. | EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT IN ITS ENTIRETY, HAS HAD THE OPPORTUNITY TO CONSULT
WITH AN ATTORNEY, HAS BEEN HEREBY ADVISED TO OBTAIN LEGAL COUNSEL, UNDERSTANDS THE AGREEMENT, AND VOLUNTARILY SIGNS IT WITH FULL KNOWLEDGE
THAT HE IS WAIVING IMPORTANT RIGHTS. |
WHEREFORE, the Parties
have read all of the foregoing, understand the same, and agree to all of the provisions contained herein.
| HOF VILLAGE NEWCO, LLC |
|
MICHAEL LEVY |
| By:
|
/s/
Lisa Gould |
|
By: |
/s/ Michael Levy |
| Title: |
Senior Vice President of Human Resources |
|
|
|
| Date: April 17, 2023 |
|
Date: April 19, 2023 |
Addendum A
Severance Agreement
| Grant Number |
Executive |
Grant Type |
Grant Date |
Vesting Schedule |
Total Shares Awarded |
Shares Vested Prior to Separation Date |
Shares Unvested as of Separation Date |
|
7375721 |
Michael Levy |
RSU |
1/22/2021 |
3 year annual |
4784 |
3189 |
1595 |
| |
|
|
|
|
|
|
|
| 8062948 |
Michael Levy |
RSU |
1/24/2023 |
3 year annual |
7751 |
0 |
7751 |
Exhibit 99.1
April 20, 2023
Dear HOFV Shareholders,
As we continue to strategically plan for the future
of our Company, and in an effort to be prudent related to the increasingly challenging macro-economic environment, we have decided to
make several changes to our organizational structure, along with an additional staff reduction initiative that has taken place over the
past two days.
As a result of recent restructuring, we have streamlined
reporting relationships to improve communication and further strengthen execution and pace to deliver on the Company’s business
objectives. Within all departments we are evaluating how we can be efficient and responsible with shareholder dollars and the current
staffing changes will result in significant labor savings. In addition, you will see by way of our most recent Form 8-K filing, that I
personally have agreed to take a reduction in my salary over the next four years in support of cost savings and placing valuable resources
where they can most effectively impact our growth.
Given the current uncertainty in the macroeconomic
environment, we decided as a leadership team to proactively make changes to allow us to build upon the Company’s progress and continued
transformation as a world-class sports and entertainment destination, as well as a media and gaming company.
If you have additional questions, please contact
our investor relations department.
| /s/ Michael Crawford |
|
| Michael Crawford |
|
| President and Chief Executive Officer |
|