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): October 11, 2021
LANDEC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 000-27446 | 94-3025618 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) |
2811 Airpark Drive | ||||||||
Santa Maria, | California | 93455 | ||||||
(Address of principal executive offices) | (Zip Code) |
(650) 306-1650
(Registrant’s telephone number, including area code)
Not Applicable
(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 communication 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 | Name of each exchange on which registered | ||||||
Common Stock | LNDC | The NASDAQ Global Select Market |
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.
Separation of Timothy P. Burgess
On October 11, 2021, Landec Corporation (the “Company”), Curation Foods, Inc. (“Curation Foods”), a wholly owned subsidiary of the Company, and Timothy P. Burgess, Vice President of the Company and Senior Vice President of Supply Chain with Curation Foods, agreed to separate his employment, effective October 11, 2021 (the “Separation Date”).
In connection with his separation, Mr. Burgess entered into a Separation Agreement and General Release (the “Separation Agreement”), pursuant to which he will receive the following payments and benefits, provided he does not revoke the Separation Agreement: (i) salary continuation payments in an aggregate amount of $258,633.18, reflecting thirty-nine weeks’ base salary and (ii) full accelerated vesting of the Company restricted stock unit award granted to him on July 25, 2019. The Separation Agreement also contains a general release of claims against the Company, Curation Foods and their affiliates. Mr. Burgess may revoke the Separation Agreement until October 20, 2021.
The foregoing description of the Separation Agreement is not complete and is subject to and qualified in its entirety by the terms of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
The following exhibits are furnished as part of this report:
Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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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: October 15, 2021
LANDEC CORPORATION | |||||||||||
By: | /s/ John D. Morberg | ||||||||||
John D. Morberg | |||||||||||
Chief Financial Officer |
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