Item 5. Other Information
Item 5. Other Information.
Compensatory Arrangements of Certain Officers
On November 3, 2020, the Compensation Committee of the Board of Directors (the “Board”) approved a base salary increase for Xiuming Shum from C$300,000 ($226,920) to C$375,000 ($283,650) (based on a conversion from C$ to dollars using the Bloomberg spot exchange rate as of November 3, 2020 of 0.7564), effective November 7, 2020.
The Compensation Committee of the Board also determined the 2019 short-term incentive payout for Ms. Shum, which had not been determined by the time the Company filed its Proxy Statement for the 2020 Annual and Special Meeting of Shareholders for the year ended December 31, 2019, filed with the SEC on April 28, 2020 (the “Proxy”). Ms. Shum will receive a 2019 short-term incentive payout of C$208,800 ($157,373), based on a conversion from C$ to dollars using the Bloomberg average exchange rate for the 12-month period ended December 31, 2019 of 0.7537. This bonus amount should be reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for Ms. Shum for the 2019 fiscal year. In addition, the Total compensation figure included in the Summary Compensation Table for Ms. Shum has increased to $648,943 for the 2019 fiscal year.
Item 6. Exhibits
The exhibits listed in the Exhibit Index immediately below are filed as part of this Quarterly Report, which Exhibit Index is corporate by reference herein.
Exhibit Number Exhibit Index
3.1 Certificate of Continuance, Notice of Articles and Articles of Cronos Group Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of Cronos Group Inc., filed August 6, 2020).
10.1† Separation Agreement, dated as of July 20, 2020, by and among Robert Rosenheck, Redwood Wellness, LLC and Cronos Group Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Cronos Group Inc., filed July 20, 2020).
10.2† Executive Employment Agreement, dated as of September 9, 2020, by and among Cronos USA Client Services LLC, Cronos Group Inc. and Kurt Schmidt (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Cronos Group Inc., filed September 9, 2020).
10.3† Amended and Restated Employment Agreement, dated as of September 9, 2020, by and among Cronos USA Client Services LLC, Cronos Group Inc. and Michael Gorenstein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8 - K of Cronos Group Inc . , filed September 9, 2020) .
31.1* Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
63
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 thereunto duly authorized.
CRONOS GROUP INC.
By: /s/ Kurt Schmidt
Kurt Schmidt
President and Chief Executive Officer
Date: November 5, 2020
64
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.