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): September 21, 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
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(Commission File No.) |
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(I.R.S. Employer
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1655 26th Street
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90404 |
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(Address of principal executive offices) |
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(Zip Code) |
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 |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.0001 par value |
LEAF |
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 September 21, 2020, James R. Quandt notified Leaf Group Ltd. (the “Company”) of his resignation from the Board of Directors (the “Board”) of the Company, and from his role as nonexecutive Chairperson of the Board and a member of the Company’s Audit Committee, effective as of September 21, 2020. Mr. Quandt’s decision to resign was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On September 24, 2020, the Board appointed Deborah Benton as nonexecutive Chairperson of the Board, effective immediately, and reconstituted the composition of the Company’s Audit Committee, effective immediately, to include Beverly K. Carmichael, Jennifer Schulz and John Pleasants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
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: September 24, 2020 |
LEAF GROUP LTD. |
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By: |
/s/ Adam Wergeles |
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Adam Wergeles
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