0001506439
false
0001506439
2021-02-16
2021-02-16
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): February 16,
2021
SharpSpring,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36280
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05-0502529
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(State
or other jurisdiction ofIncorporation or Organization)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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5001
Celebration Pointe Avenue,
Gainesville, Florida
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32608
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 888-428-9605
(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
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock, par value $0.001 per
share
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SHSP
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NASDAQ Stock Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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 checkmark 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.
Richard Carlson
On February 16, 2021, the registrant entered into
an employee agreement amendment with Richard Carlson, the
registrant’s Chief Executive Officer and President. The
employee agreement amendment, among other things, (i)
change’s Mr. Carlson’s base salary to $360,800 per
year; and (ii) sets Mr. Carlson’s annual bonus target amount
at $126,250 (the Quarterly Bonus target amount is
$31,563) pursuant to the 2021
Executive Bonus Plan.
Mr. Carlson was also granted: (i) stock options to
purchase 13,506 shares of the registrant’s common stock at an
exercise price of $26.50 per share; and (ii) 6,065 restricted stock
units (“RSU’s”).
The options vest over a
4-year period, with 25% vesting on the first anniversary of the
grant date and an additional 1/48 of the original number of options
vesting every month thereafter.
The RSU’s vest over a 3-year period,
with 33.3% vesting on the first anniversary of the grant date and
an additional 1/12 of the original number of options vesting every
quarter thereafter.
The description of Mr. Carlson’s employee
agreement amendment is not complete and is qualified in its
entirety by reference to the employee agreement amendment attached
hereto as Exhibit
10.2, which is incorporated by
reference herein.
Travis Whitton
On February 16, 2021, the registrant entered into
an employee agreement amendment with Travis Whitton, the
registrant’s Chief Technology Officer. The employee agreement
amendment, among other things, (i) change’s Mr.
Whitton’s base salary to $212,200 per year; and (ii)
sets Mr. Whitton’s annual bonus target amount is set
at $53,050 (the Quarterly Bonus target amount is
$13,263) pursuant to the 2021
Executive Bonus Plan.
Mr. Whitton was also granted: (i) stock options to
purchase 8,104 shares of the registrant’s common stock at an
exercise price of $26.50 per share and (ii) 3,640
RSU’s. The options vest over a
4 year period, with 25% vesting on the first anniversary of the
grant date and an additional 1/48 of the original number of options
vesting every month thereafter.
The RSU’s vest over a 3-year period,
with 33.3% vesting on the first anniversary of the grant date and
an additional 1/12 of the original number of options vesting every
quarter thereafter.
The description of Mr. Whitton’s employee
agreement amendment is not complete and is qualified in its
entirety by reference to the employee agreement amendment attached
hereto as Exhibit
10.8, which is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
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Description
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2021 Executive Bonus Plan.*
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Employee Agreement Amendment – Richard Carlson.*
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Employee Agreement Amendment – Richard Carlson (incorporated
by reference to the registrant’s Form 8-K/A filed
4/16/20).
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Employee Agreement Amendment – Richard Carlson (incorporated
by reference to the registrant’s Form 8-K filed
2/27/19).
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Employee Agreement Amendment – Richard Carlson (incorporated
by reference to the registrant’s Form 8-K filed
2/12/18).
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Employee Agreement Amendment – Richard Carlson (incorporated
by reference to the registrant’s Form 8-K filed
4/15/17).
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Employee Agreement – Richard Carlson (incorporated by
reference to the registrant’s Form 8-K filed
9/14/15).
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Employee Agreement Amendment – Travis Whitton.*
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K/A filed
4/16/20).
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K filed
2/27/19).
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K filed
2/12/18).
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K filed
8/1/17).
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K filed
7/8/16).
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Employee Agreement – Travis Whitton (incorporated by
reference to the registrant’s Form 8-K filed
7/8/16).
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* Included herewith.
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.
SHARPSPRING,
INC.
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By:
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/s/ Aaron Jackson
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Aaron
Jackson,
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Chief
Financial Officer
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Dated:
February 18, 2021
EMPLOYEE AGREEMENT AMENDMENT
THIS
AGREEMENT (the “Agreement”) is made and entered
into on February 16, 2021 by and between SharpSpring, Inc., a Delaware corporation (the
“Company”); and Richard Carlson
(“Employee”).
1.
This Agreement
amends that certain Employee Agreement dated September 13, 2015 made and entered into by
the parties hereto, as amended from time to time (the
“Employee
Agreement”). Capitalized terms herein have the same
meaning as used in the Employee Agreement, unless otherwise
noted.
2.
Paragraph 4.1 of
Article Four – Compensation of Employee is deleted and
replaced with the following:
4.1. Base
Compensation. For all
services rendered by Employee under this Employee Agreement, the
Company agrees to pay Employee the rate of $360,800 per year (the
“base salary”), which shall be payable to Employee not
less frequently than bi-monthly, or as is consistent with the
Company’s practice for its other
employees.
3.
The following
paragraph that reads:
The
annual bonus target amount is $122,570,000 (the Quarterly Bonus
target amount is $30,643) and will be based on the Company
achieving specified revenue and EBITDA performance targets as set
by the Board of Directors.
is
deleted in its entirety and replaced with:
The
annual bonus target amount is $126,250 (the Quarterly Bonus target
amount is $31,563) and will be based on the Company achieving
specified revenue and EBITDA performance targets as set by the
Board of Directors.
4.
The section titled
“Other Compensation - Bonus” of Appendix B of the
Employee Agreement is amended by adding the following:
In the event Employee separates from the Company for any reason,
any unvested options, restricted stock units or any other equity
plan awards issued to Employee scheduled to vest at the
Employee’s next quarterly, monthly or other interim vesting
period shall automatically vest for each full month of continuous
employment completed between the last vesting date and the date of
termination. No additional unvested options, restricted stock units
or other equity plan awards shall vest to Employee. This provision
shall automatically be incorporated into all equity plan awards
issued to Employee.
5.
All other
provisions of the Employee Agreement remain in full force and
effect, other than any provision that conflicts with the terms and
spirit of this Agreement.
Signature
Page Attached
IN WITNESS WHEREOF, the Parties have executed this Agreement
on the date first written above.
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SHARPSPRING, INC.
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/s/ Alana
Christou
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/s/ Aaron
Jackson
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(Witness
signature)
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Aaron Jackson,
CFO
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EMPLOYEE
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/s/ Jennifer
Stankevich
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/s/ Richard
Carlson
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(Witness
signature)
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Richard
Carlson
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EMPLOYEE AGREEMENT AMENDMENT
THIS
AGREEMENT (the “Agreement”) is made and entered
into on February 16, 2021 by and between SharpSpring, Inc., a Delaware corporation (the
“Company”); and Travis Whitton
(“Employee”).
1.
This Agreement
amends that certain Employee Agreement dated August 15, 2014 made
and entered into by the parties hereto, as amended from time to
time (the “Employee
Agreement”). Capitalized terms herein have the same
meaning as used in the Employee Agreement, unless otherwise
noted.
2.
Paragraph 4.1 of
Article Four – Compensation of Employee is deleted and
replaced with the following:
4.1. Base
Compensation. For all
services rendered by Employee under this Employee Agreement, the
Company agrees to pay Employee the rate of $212,200 per year (the
“base salary”), which shall be payable to Employee not
less frequently than bi-monthly, or as is consistent with the
Company’s practice for its other
employees.
3.
The following
paragraph that reads:
The
annual bonus target amount is $51,500 (the Quarterly Bonus target
amount is $12,875) and will be based on the Company achieving
specified revenue and EBITDA performance targets as set by the
Board of Directors.
is
deleted in its entirety and replaced with:
The
annual bonus target amount is $53,050 (the Quarterly Bonus target
amount is $13,263) and will be based on the Company achieving
specified revenue and EBITDA performance targets as set by the
Board of Directors.
4.
The section titled
“Other Compensation - Bonus” of Appendix B of the
Employee Agreement is amended by adding the following:
In the event Employee separates from the Company for any reason,
any unvested options, restricted stock units or any other equity
plan awards issued to Employee scheduled to vest at the
Employee’s next quarterly, monthly or other interim vesting
period shall automatically vest for each full month of continuous
employment completed between the last vesting date and the date of
termination. No additional unvested options, restricted stock units
or other equity plan awards shall vest to Employee. This provision
shall automatically be incorporated into all equity plan awards
issued to Employee.
5.
All other
provisions of the Employee Agreement remain in full force and
effect, other than any provision that conflicts with the terms and
spirit of this Agreement.
Signature
Page Attached
IN WITNESS WHEREOF, the Parties have executed this Agreement
on the date first written above.
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SHARPSPRING, INC.
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/s/ Alana
Christou
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/s/ Aaron
Jackson
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(Witness
signature)
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Aaron Jackson,
CFO
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EMPLOYEE
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/s/ Jennifer
Stankevich
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/s/ Travis
Whitton
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(Witness
signature)
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Travis
Whitton
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