UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 15, 2024
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EVE HOLDING, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
001-39704 |
85-2549808 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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1400 General Aviation Drive, Melbourne, Florida |
32935 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (321) 751-5050
N/A
(Former name or former address, if changed since last report.)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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, par value $0.001 per share |
EVEX |
The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of Common Stock |
EVEXW |
The New York Stock Exchange |
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)
As reported by Eve Holding, Inc. (the “Company”) in its Current Report on Form 8-K dated July 31, 2023, effective as of September 1, 2023, Gerard J. DeMuro transitioned to the role of Executive Vice President of Corporate Development of the Company on a temporary basis.
On January 15, 2024, in connection Mr. DeMuro’s resignation from such transitional role, the Company entered into a separation agreement with Mr. DeMuro (the “Separation Agreement”). Mr. DeMuro’s last day of employment with the Company was January 2, 2024. Pursuant to the terms of his Separation Agreement, Mr. DeMuro will receive six months of benefits continuation in exchange for a customary release of claims against the Company and complying with his obligations under the Separation Agreement.
Mr. DeMuro will continue to serve on the Board of Directors of the Company as reported by the Company in its Current Report on Form 8-K dated October 31, 2023.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is filed herewith as Exhibit 10.1.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties relating to future events and the future performance of the Company, and actual events or results may differ materially from these forward-looking statements. All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements. Words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” variations of such words, and similar words and phrases are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements concern, and these risks and uncertainties include, among others, the timing and success of our Chief Executive Officer and Board member transitions, their anticipated future responsibilities and contributions to the Company, and their compensation and employment arrangements. A more complete description of these and other material risks, uncertainties, assumptions and factors that could cause our future results to differ materially from those expressed by the forward-looking statements included in this Current Report on Form 8-K include, but are not limited to, risks, uncertainties, assumptions and factors discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2022 and its Form 10-Q for the quarterly period ended September 30, 2023. Forward-looking statements are based on management’s current beliefs and judgment, and the reader is cautioned not to place undue reliance on any forward-looking statements made by the Company. The Company does not undertake any obligation to update (publicly or otherwise) any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description |
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10.1 |
Separation Agreement by and among Eve Holding, Inc. and Gerard DeMuro, dated January 15, 2024. |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
EVE HOLDING, INC. |
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Date: January 15, 2024 |
By: |
/s/ Johann Bordais |
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Name: |
Johann Bordais |
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Title: |
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Chief Executive Officer |
Exhibits 10.1
Eve Holding, Inc.
January 15, 2024
Gerard J. DeMuro jerry@eveairmobility.com |
RE: Letter Agreement
Dear Mr. DeMuro:
This letter agreement (this “Letter Agreement”) between you and Eve Holding, Inc. (the “Company”) sets forth the terms of your termination of employment, and resignation from all positions with the Company (other than as a member of the Board of Directors of the Company (the “Board”). Reference is made to (i) your Employment Agreement with the Company, dated September 14, 2021 (the “Employment Agreement”) and (iv) your Restricted Stock Unit Award Agreement, dated May 9, 2022 (the “Award Agreement”). Please countersign and date this Letter Agreement and return it to me prior to January 16, 2024. In addition, to receive the payments set forth in Paragraph 2 of this Letter Agreement, please execute the Release of Claims Agreement, which is attached hereto as Annex A (the “Release”), within twenty-one (21) days following the Separation Date (as defined below), but not sooner than the Separation Date. By doing so, the Company and you for good and valuable consideration, hereby agree as follows:
(a) Your last day as Co-Chief Executive Officer of the Company was August 31, 2023, at which time you assumed the role of Executive Vice President of Corporate Development of the Company. You hereby agree that your last day of employment with the Company and as Executive Vice President of Corporate Development of the Company was January 2nd, 2024 (the “Separation Date”). You acknowledge that, as of the Separation Date, you will no longer serve in any positions held with the Company (other than as a member of the Board), and you agree to execute any additional documents required by the Company to effectuate such agreement. You further acknowledge and agree that your termination of employment does not constitute a termination without Cause or for Good Reason (each term as defined in your Employment Agreement) nor are you entitled to any of the payments and other benefits provided under Section 5(b) of the Employment Agreement.
(b) Your service as a member of the Board commenced on November 1, 2023. You will be entitled to receive the same compensation paid to the Company’s other non-employee directors in connection with your Board service; provided, that, (i) you will not receive any payments related to your Board service for calendar year 2023 and (iii) your first Board equity grant will occur during the next annual grant cycle, on or around May of 2024.
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(a) Nothing in this Letter Agreement or in any other agreement or arrangement between you and the Company shall (i) prohibit you from disclosing information about unlawful acts in the workplace, including, but not limited to, sexual harassment; (ii) prohibit you from voluntarily communicating with an attorney retained by you; (iii) prohibit you from initiating communications directly with, responding to any inquiries from, providing testimony before, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with, law enforcement, a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the District of Office of Human Rights, any state or local commission on human rights or similar entity, the Department of Justice, the Securities and Exchange Commission (“SEC”), the Congress, and any agency inspector general, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation; (iv) prohibit you from recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934; (v) waive your right to testify before or provide information (including confidential information of the Company) to an administrative, legislative or judicial proceeding concerning alleged violations of law in response to a subpoena, provided that you first promptly notify and provide the Company with the opportunity to seek, and join in its efforts at the sole expense of the Company, to challenge the subpoena or obtain a protective order limiting its disclosure or other appropriate remedy; or (vi) limit or prevent you from filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which you are entitled.
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(b) Pursuant to 18 U.S.C. §1833(b), you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to your attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you (1) file any document containing the trade secret under seal, and (2) do not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.
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To the Company:
Eve Holding, Inc.
1400 General Aviation Drive, Melbourne, FL 32935, United States
Email: legal@eveairmobility.com
Attention: General Counsel
To You:
At the address shown in the Company's personnel records.
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(a) | You and the Company mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies or claims, including, without limitation, (i) any dispute, controversy or claim related in any way to your employment with the Company or the termination thereof, and (ii) any claim arising out of or relating to this Letter Agreement or the breach thereof (collectively, “Disputes”); provided, however, that nothing herein shall require arbitration of any sexual harassment dispute or sexual harassment dispute (as defined in 9 U.S.C. § 401) or any claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement. All Disputes shall be resolved exclusively by arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS”) under the JAMS Comprehensive Arbitration Rules & Procedures then in effect, available at www.jamsadr.com (the “JAMS Rules”). | |
(b) | Any arbitration proceeding brought under this Letter Agreement shall be conducted in Melbourne, Florida, or another mutually agreed upon location before one arbitrator selected in accordance with the JAMS Rules. The Company will pay for any administrative or hearing fees charged by the arbitrator or JAMS, except that you shall pay any filing fees associated with any arbitration that you initiate (but only so much of the filing fees as you would have instead paid, had you filed a complaint in a court of law). Each party to any Dispute shall pay its own expenses, including attorneys’ fees; provided, that, the arbitrator shall award the prevailing party reasonable costs and attorneys’ fees incurred but shall not be able to award any special or punitive damages. The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law. |
(c) | Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed from in any court of competent jurisdiction. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. | |
(d) | It is part of the essence of this Letter Agreement that any Disputes hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, you and the Company agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as may be required by any legal process, as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award or as may be permitted by the arbitrator for the preparation and conduct of the arbitration proceedings. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests. | |
(e) | Notwithstanding the provisions of this Section 18, the terms of Section 6(g) of the Employment Agreement (“Remedies for Breach”) are incorporated by reference herein and remain in full force and effect. |
[Signature Page Follows]
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Very truly yours, | |||||||
EVE HOLDING, INC. |
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By: |
/s/ Johann Bordais |
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Name: |
Johann Bordais |
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Title: |
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Chief Executive Officer |
ACKNOWLEDGED AND AGREED
/s/ Gerard J. DeMuro |
January 15, 2024 | ||||
Gerard J. DeMuro | Dated | ||||
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Annex A
RELEASE OF CLAIMS
This General Release of Claims (this “Agreement”) is entered into by and Eve Holding, Inc. (the “Company”), and Gerard J. DeMuro (or, his estate, as applicable, “Executive”) on the below-indicated date.
WHEREAS, Executive is party to a Letter Agreement, dated January 15, 2024 (the “Letter Agreement”), that provides Executive certain severance and other benefits in connection with Executive’s termination of employment;
WHEREAS, Executive’s employment has so terminated; and
WHEREAS, a condition precedent to Executive’s entitlement to certain severance and other benefits thereunder is his agreement to this Agreement.
NOW, THEREFORE, in consideration of the severance and other benefits provided under the Letter Agreement, the sufficiency of which Executive hereby acknowledges, Executive agrees as follows:
2. Acknowledgement of Wages Paid and No Other Amounts Due. Except as otherwise provided herein and in the Employment Agreement, Executive acknowledges that he has been paid any and all wages, salary, commissions or other amounts due from the Company, including wages for all hours worked, and that no other amounts are due to Executive from the Company.
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(a) Nothing contained in this Agreement shall in any way diminish or impair: (i) any Claims Executive may have that cannot be waived under applicable law, (ii) Executive’s rights under this Agreement, (iii) any rights Executive may have to vested benefits under health, welfare and tax qualified retirement employee benefit plans, (iv) any rights Executive may have as a shareholder of the Company, (v) Executive’s right to challenge the validity of the waiver of ADEA Claims under this Agreement, or (v) any rights Executive may have to indemnification from the Company or coverage under any director and officer liability insurance policy. The Company acknowledges and agrees that this Agreement does not preclude Executive from filing any charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission or any other governmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency. Executive does not need prior authorization from the Company to make any such reports or disclosures and except as may otherwise be required by applicable law, is not required to notify the Company that Executive has made such reports or disclosures. This Agreement does not limit Executive’s right to receive an award for information provided to any governmental agency or entity.
(b) Pursuant to 18 U.S.C. §1833(b), Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to his attorney and use the trade secret information in the court proceeding, if Executive (1) files any document containing the trade secret under seal, and (2) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Executive has with the Company shall prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.
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IN WITNESS WHEREOF, Executive has executed this Agreement, as of the below-indicated date, which may be signed and delivered by email (simone.oliveira@eveairmobility.com) or .pdf.
EMPLOYEE
/s/ Gerard J. DeMuro |
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Gerard J. DeMuro | |||
Date Executed: January 15, 2024 |
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