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): March 21, 2022
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (707 ) 765-9990
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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.
(b) Resignation of Chief Accounting Officer and principal accounting officer
On March 21, 2022, Hydrofarm Holdings Group, Inc. (the “Company”) and Mr. Joseph Rumley, the Company’s Chief Accounting Officer, mutually agreed to Mr. Rumley’s resignation as Chief Accounting Officer, effective immediately.
(c) Appointment of Chief Accounting Officer and principal accounting officer
On March 21, 2022, the Company appointed Mr. Kevin O’Brien, 42, as the Company’s Chief Accounting Officer, effective as of the same date. Mr. O’Brien will serve as the Company’s principal accounting officer and will report to the Company’s Chief Financial Officer, B. John Lindeman.
Prior to joining the Company, Mr. O’Brien served as the Chief Accounting Officer of CPI Card Group Inc. since April 2018. Mr. O’Brien previously served as the Director of Corporate Accounting and SEC Reporting at the same company from March 2016 until April 2018. Mr. O’Brien has 20 years of accounting experience, including serving as a Senior Audit Manager at Deloitte & Touche LLP. Mr. O’Brien received a Bachelor of Science in Business with an Emphasis in Accounting from University of Colorado and a Master of Science with an Emphasis in Accounting from the same institution. He is a Colorado Certified Public Accountant.
Mr. O’Brien’s annual base salary is $300,000, and he is eligible for an annual performance bonus of up to fifty percent (50%) of his annual base salary and other benefits customarily available to the Company’s employees, including an award of restricted stock units valued at $400,000 under the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan.
Mr. O’Brien has no family relationships with any of the Company’s directors or executive officers. There are no related party transactions between the Company and Mr. O’Brien in excess of $120,000.
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.
| Hydrofarm Holdings Group, Inc. | |||||||||||
| Date: March 24, 2022 | By: | /s/ William Toler | |||||||||
| Name: | William Toler | ||||||||||
| Title: | Chief Executive Officer | ||||||||||