UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT
REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Director
On June 30, 2022, Steven A. Shallcross, a member of the Board of Directors (the “Board”) of Twin Vee PowerCats Co. (the “Company”), notified the Company of his decision to resign, effective immediately, from his position as a member of the Board and related Committees. Mr. Shallcross did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Shallcross was a Class III director of the Company and also served as the Chairman of the Audit Committee of the Board, the Chairman of the Compensation Committee of the Board and as a member of the Corporate Governance and Nominating Committee of the Board.
(c) Appointment of Director
On July 6, 2022, the Board appointed Kevin Schuyler to serve as a Class III director of the Company. Mr. Schuyler was also appointed to serve as the Chairman of the Audit Committee of the Board, the Chairman of the Compensation Committee of the Board and as a member of the Corporate Governance and Nominating Committee of the Board.
Mr. Schuyler, age 53, currently serves as a senior managing director at CornerStone Partners, a full-service institutional CIO and investment office located in Charlottesville, VA, with approximately $10 billion under management. Prior to joining CornerStone Partners in 2006, he held various positions with McKinsey & Company, Louis Dreyfus Corporation and The Nature Conservancy. Mr. Schuyler is the Vice Chairman of the board of directors and Lead Independent Director of Adial Pharmaceuticals, Inc. (NASDAQ: ADIL), a clinical-stage biopharmaceutical company focused on developing therapies for the treatment and prevention of addiction and related disorders, where he has served as a director since April 2016. Mr. Schuyler also serves and committees of Sentara Martha Jefferson Hospital, the US Endowment for Forestry and Communities, and Stone Barns Center. He is a member of the investment committee of the Margaret A. Cargill Philanthropies. Mr. Schuyler graduated with honors from Harvard College and received his MBA from The Darden Graduate School of Business at the University of Virginia. He is a member of the Chartered Financial Analyst Society of Washington, DC. The Company selected Mr. Schuyler to serve on its board of directors because he brings extensive knowledge of the financial markets. Mr. Schuyler’s business background provides him with a broad understanding of the financial markets and the financing opportunities available to our Company.
Mr. Schuyler will receive the standard compensation available to the Company’s current non-employee directors, which is discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, which includes the grant of options to purchase 5,500 shares of the Company’s common stock that vest pro rata on a monthly basis over 12 months.
There are no family relationships between Mr. Schuyler and any of the Company’s directors or executive officers, nor does Mr. Schuyler have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than as described above, there were no arrangements or understandings by which Mr. Schuyler was appointed as a member of the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Date: July 6, 2022 | Twin Vee Powercats Co. (Registrant) | ||
| By: | /s/ Joseph Visconti | ||
| Name: | Joseph Visconti | ||
| Title: | Chief Executive Officer and President | ||