UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
On April 2, 2024, The ONE Group Hospitality, Inc. (the “Company”) granted to each of Emanuel Hilario, President and Chief Executive Officer of the Company, Jonathan Segal, Executive Chairman of the Company, and Tyler Loy, Chief Financial Officer of the Company, options to purchase 81,616 shares, 16,446 shares and 14,209 shares, respectively, of the Company’s common stock under the Company’s 2019 Equity Incentive Plan (the “Plan”). These options represent a portion of each person’s annual performance-based compensation earned with respect to the completion of certain financial and non-financial targets for 2023. Approximately 50 of the Company’s employees participate in this program. The options have an exercise price of $5.73 per share, equal to the closing price of the Company’s common stock on the date of grant, vest on the first anniversary of the date of grant and have a ten-year term. The options are the first option grants made under the Plan and no form of Stock Option Grant Notice under the Plan was filed previously.
In addition, on April 2, 2024, the Company granted to each of Emanuel Hilario, President and Chief Executive Officer of the Company, Jonathan Segal, Executive Chairman of the Company, and Tyler Loy, Chief Financial Officer of the Company, performance-based restricted stock units (“RSUs”) of 61,082 shares, 22,905 shares and 14,179 shares, respectively, of the Company’s common stock under the Plan. These RSUs represent grants under the Company’s long-term incentive program, established to retain employees of the Company over a certain period. Approximately 30 of the Company’s employees participate in this program. The performance-based RSUs may be earned at any time prior to the third anniversary of the grant date based on attaining a 15% year-over-year increase in compounded annual growth rate in the volume-weighted average price of the Company's stock.
The above summary is qualified by reference to Form of Stock Option Grant Notice filed as an exhibit to this report and the text of which is incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | Form of Stock Option Grant Notice (2019 Equity Incentive Plan) |
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.
Dated: April 4, 2024 | THE ONE GROUP HOSPITALITY, INC. | |
By: | /s/ Tyler Loy | |
Name: | Tyler Loy | |
Title: | Chief Financial Officer | |