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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 3, 2023
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Digital Media Solutions, Inc.
(Exact name of Registrant as specified in its charter)
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| | | | | | | | |
| Delaware | 001-38393 | 98-1399727 |
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | |
4800 140th Avenue N., Suite 101 Clearwater, Florida | 33762 |
| (Address of principal executive offices) | (Zip Code) |
(877) 236-8632
(Registrant’s telephone number, including area code)
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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, $0.0001 par value per share | | DMS | | New York Stock Exchange |
| Redeemable warrants to acquire Class A common stock | | DMS WS | | 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.
(b)
On May 3, 2023, Mary Minnick notified the Company that she will not stand for re-election as a director and will cease her service on the Board upon the expiration of her term at the Company’s 2023 Annual Meeting of Stockholders.
The Board of Directors expects to nominate a new director in connection with the 2023 Annual Meeting of Stockholders.
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.
Date: May 9, 2023
| | | | | |
| Digital Media Solutions, Inc. |
| |
| /s/ Vanessa Guzmán-Clark |
| Name: | Vanessa Guzmán-Clark |
| Title: | Interim Chief Financial Officer |