Item 5. Other Information
Item 5. Other Information
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
On August 7, 2024, the Board appointed Yves Le Pendeven, the Company’s Acting Chief Financial Officer, as the Chief Financial Officer of the Company, effective August 8, 2024 (the “Effective Date”). In connection with such appointment, Mr. Le Pendeven will remain the Company’s principal financial officer and principal accounting officer.
In connection with Mr. Le Pendeven’s appointment as Chief Financial Officer, the Company has entered into an Employment Agreement (the “Le Pendeven Agreement”) with Mr. Le Pendeven. Pursuant to the Le Pendeven Agreement, Mr. Le Pendeven will serve as the Company’s Chief Financial Officer for a three-year term, subject to automatic renewal for up to two additional one-year periods unless either party provides notice of non-renewal. Pursuant to the Le Pendeven Agreement, the Company has agreed to pay Mr. Le Pendeven an annual base salary of $500,000 and has granted Mr. Le Pendeven a promotion equity award consisting of 11,800 restricted stock units (“RSUs”) and 42,000 stock options (the “Options”) under the Company’s 2019 Incentive Award Plan and applicable forms of award agreement. The RSUs shall vest in four equal annual installments on each of the first four anniversaries of the Effective Date and the Options will vest with respect to 25% of the shares subject thereto on the first anniversary of the Effective Date and the remaining 75% of the option will vest in thirty-six equal monthly installments thereafter, in each case subject to continued service through the applicable vesting dates. Mr. Le Pendeven will also be eligible to receive an annual performance-based bonus ranging from 0% of his annual base salary to a maximum payout level established by the Board in its discretion, with a target bonus opportunity of no less than 75% of his annual base salary. In addition, Mr. Le Pendeven will be entitled to relocation assistance in an amount up to $152,000.
The Le Pendeven Agreement provides that in the event Mr. Le Pendeven’s employment is terminated by the Company without “cause” or by Mr. Le Pendeven for “good reason” (each as defined in the Le Pendeven Agreement) then, subject to his execution and non-revocation of a release of claims, Mr. Le Pendeven will be entitled to receive an amount equal to continuation of his then-current base salary for up to twelve (12) months from the date of termination, payable in in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if he had remained an active employee, for any COBRA coverage he elects, if any; and the portion of any time-based equity awards which would have vested during the 12 month period following the date of termination shall accelerate and vest. The foregoing description of the Le Pendeven Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Le Pendeven Agreement, which is attached hereto as Exhibit 10.7 and incorporated herein by reference.
In addition, on August 7, 2024, the Board approved a special, one-time cash bonus of $360,000 to Michael Lunsford in recognition of his significant contributions to the Company as Interim Chief Executive Officer.
90
(b) None.
(c) Securities Trading Arrangements of Directors and Section 16 Officers.
During the three months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
91
Item 6. Exhibits
EXHIBIT INDEX
Exhibit
Number Exhibit Description Incorporated by Reference
Form File No. Exhibit Filing
Date Filed/
Furnished
Herewith
3.1 Amended and Restated Certificate of Incorporation of Funko, Inc.
S-8 333-221390 4.1 11/7/2017
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Funko, Inc.
10-Q 001-38274 3.2 8/3/2023
3.3 Amended and Restated Bylaws of Funko, Inc.
S-8 333-221390 4.2 11/7/2017
10.1 Employment Agreement between the Company and Cynthia Williams, effective May 20, 2024.
8-K 001-38274 10.1 5/9/2024
10.2 Funko, Inc. 2024 Inducement Award Plan.
8-K 001-38274 10.2 5/9/2024
10.3 Form of Stock Option Grant Notice and Stock Option Agreement under 2024 Inducement Award Plan.
8-K 001-38274 10.3 5/9/2024
10.4 Form of Restricted Stock Grant Notice under 2024 Inducement Award Plan.
8-K 001-38274 10.4 5/9/2024
10.5 Letter Agreement, dated July 17, 2024, between the Company and Michael Lunsford.
*
10.6 Limited Waiver and Limited Consent, dated June 11, 2024, between Funko Acquisition Holdings, L.L.C., subsidiary borrowers party thereto, lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
*
10.7 Employment Agreement, dated as of August 8, 2024, between the Company and Yves Le Pendeven.
*
31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.
*
31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.
*
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
92
32.2 Certification of Chief 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 Inline XBRL Instance Document -
the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *
101.SCH Inline XBRL Taxonomy Extension Schema Document. *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF Inline XBRL Taxonomy Definition Linkbase Document. *
101.LAB Inline XBRL Taxonomy Label Linkbase Document. *
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
______________
* Filed herewith
** Furnished herewith
93
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.
FUNKO, INC.
(Registrant)
Date: August 8, 2024 By: /s/ Yves Le Pendeven
Yves Le Pendeven
Chief Financial Officer (Principal Financial Officer)
94
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.