GEE Group enters new 5-year employment agreements with CEO, CFO, COO and adopts staggered board

GEE Group Inc.

CEO Derek Dewan gets $518K base salary; CFO Kim Thorpe and COO Alex Stuckey each get $331K base, all with annual bonus potential.
Agreements run through April 26, 2028, with automatic 1-year extensions; include standard termination, severance, change-of-control and non-compete clauses.
Board fixed at 7 directors, divided into three classes with staggered 3-year terms; current directors classified: Class I Isaac, Camden; Class II Moore, Gormly; Class III Tanous, Vetrano, Dewan.
Indemnification agreements entered with officers and board members to fullest extent permitted by Illinois law.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GEE Group Inc.: Amended Article III, Section 2 of By-Laws to fix number of directors at seven and institute staggered board with three classes (effective 2023-04-27).

Change: bylaw amendment
Effective: 2023-04-27

Exact text from the filing

On April 27, 2023, the Board of the Company approved an amendment to Article III, Section 2 of the Amended and Restated By-Laws (“the “ By-Law Amendment ”) of the Company (i) to fix the number of directors at seven (7) directors; and (ii) to institute a staggered Board in accordance with the terms of Section 8.10(e) of the Illinois Business Corporation Act dividing the Board into three classes, each of which shall serve for a term of three years, with only one class of directors being elected in each year.

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Source: SEC EDGAR

accession 0001477932-23-002934

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