Item 5. Other Information
ITEM 5. OTHER INFORMATION.
On December 7, 2020, Andy Heyward, the Company’s Chief Executive
Officer, received an aggregate of 15,000,000 restricted stock units (“RSUs”), each representing a contingent right to receive
one share of Company common stock, under the Company’s 2020 Incentive Plan, as amended. Of such RSUs, (i) 7,500,000 RSUs were to
vest in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, subject to his continued employment,
and (ii) 7,500,000 RSUs vested in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, based
on achievement of certain performance goals and subject to his continued employment. On June 23, 2021, the Compensation Committee of the
Board of Directors amended such RSU awards so that 3,750,000 of such RSUs shall continue to vest in four equal installments on the first,
second, third and fourth anniversaries of December 7, 2020, subject to his continued employment and the remaining 11,250,000 RSUs shall
vest as follows: (i) 3,750,000 RSUs vest when the Company’s common stock closing sale price equals or exceeds $3.00 per share or
the Company’s market capitalization equals or exceeds $903,000,000 for 20 consecutive trading days; (ii) 3,750,000 RSUs vest when
the Company’s common stock closing sale price equals or exceeds $3.50 per share or the Company’s market capitalization equals
or exceeds $1,053,500,000 for 20 consecutive trading days, and (iii) 3,750,000 RSUs vest when the Company’s common stock closing
sale price equals or exceeds $3.75 per share or the Company’s market capitalization equals or exceeds $1,128,750,000 for 20 consecutive
trading days. In addition to the stock price and market capitalization vesting conditions set forth above, such 11,250,000 RSUs may also
vest in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, based on achievement of certain
operating performance-based vesting conditions established by the Compensation Committee and subject to his continued employment and also
subject to pro rata adjustment for vesting pursuant to the stock price or market capitalization vesting conditions.
40
ITEM 6. EXHIBITS.
Exhibit
No.
Description
31.1*
Section 302 Certification of Chief Executive Officer.
31.2*
Section 302 Certification of Chief Financial Officer.
32.1**
Section 906 Certification of Chief Executive Officer.
32.2**
Section 906 Certification of Chief Financial Officer.
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Schema Document
101.CAL*
Inline XBRL Calculation Linkbase Document
101.DEF*
Inline XBRL Definition Linkbase Document
101.LAB*
Inline XBRL Label Linkbase Document
101.PRE*
Inline XBRL Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith
** Furnished herewith
41
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GENIUS BRANDS INTERNATIONAL, INC.
Date: August 16, 2021
By:
/s/ Andy Heyward
Andy Heyward
Chief Executive Officer
(Principal Executive Officer)
Date: August 16, 2021
By:
/s/ Robert L Denton
Robert L. Denton
Chief Financial Officer
(Principal Financial and Accounting Officer)
42
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.