Item 5.02.
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(a)
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Appointment
of a New Director
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On
May 4, 2018, the Board of Directors (the “Board”) of Sino-Global Shipping America, Ltd., a Virginia corporation (the
“Company”) approved to increase the size of the Board from five members to six members. Mr. Bradley A. Haneberg, as
nominated by the Company’s Corporate Governance Committee, is appointed to fill in the newly created board seat as a Class
III director to hold office until the Company’s next annual meeting of the shareholders in 2019, and a successor has been
duly elected and qualified or until his earlier resignation, removal from office, death or incapacity.
Bradley
A. Haneberg, 49 years old. Mr. Haneberg formed his own boutique securities-centric law firm, Haneberg Hurlbert, PLC, in 2014.
From 2002-2014, he served in various roles (including Partner and Co-Chairman of the Corporate and Municipal Finance Section of
Kaufman & Canoles, P.C., a large full-service firm headquartered in Norfolk, Virginia. From 2001 to 2002, Mr. Haneberg served
as of counsel to Reed Smith, a major full-service firm headquartered in Pittsburg, Pennsylvania. From 1996 to 2001, Mr. Haneberg
was affiliated with LeClair Ryan, a large full-service firm headquartered in Richmond, Virginia. From 1993 to1996, Mr. Haneberg
was associated with Waller Lansden Dortch & Davis, a large full-service firm headquartered in Nashville, Tennessee.
Mr.
Haneberg received his undergraduate education at the College of William & Mary in Williamsburg, Virginia (1990) and his legal
education from the University of Tennessee College of Law in Knoxville, Tennessee (1993).
Mr.
Haneberg has (i) no arrangements or understandings with any other person pursuant to which he was appointed as a director, and
(ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company
to become a director or executive officer.
Mr.
Haneberg has had (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated
by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K (this “Report”), Mr.
Haneberg holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s
stock.
Mr.
Haneberg is to receive an annual compensation of $20,000 from the Company, eligible to participate in the Company’s
2014 Stock Incentive Plan, and to be compensated at the same level of other independent directors’ of the Company. A
copy of the offer letter by and between the Company and Mr. Haneberg is filed as Exhibit 10.1 to this Report and is
incorporated by reference herein.
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(e)
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Stock
Award to Directors and Officers & Entry into Updated Executive Employment Agreements
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On
May 4, 2018, the Compensation Committee of the Board of the Company granted an aggregate of 660,000 shares of stock award to
its directors and officers under the Company’s 2014 Stock Incentive Plan, as amended, as below: (i) 300,000 shares to
Mr. Lei Cao, Chief Executive Officer; (ii) 180,000 shares to Mr. Zhikang Huang, Chief Operating Officer; (iii) 40,000 shares
to Ms. Tuo Pan, Chief Financial Officer; (iv) 20,000 shares to Mr. Yafei Li, Chief Technology Officer; and (v) 40,000 shares
to each of Tieliang Liu, Ming Zhu, and Jing Wang, each an independent director (collectively, the “Plan Stock
Grants”). All the plan stock vested immediately.
The
Plan Stock Grants were made on the terms of the Company’s Form of Plan Stock Award Agreement, as amended and previously
filed as Exhibit 10.1 to the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 12, 2016.
On
May 4, 2018, the Compensation Committee approved the updated executive employment agreement to Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer (the “C-Level Executives”). The terms of the employment agreements with
the C-Level Executives (the “C-Level Executives Employment Agreements”), include the following: the revised initial
term from one year to five years and the revised termination clause to the effect the termination by the Company in the initial
term would cause (i) the payment of the remaining salary through the date of May 4, 2023, (ii) the C-Level Executives are entitled
to receive two times of the then applicable annual salary if there has been no Change in Control, as defined in the C-Level Executives
Employment Agreements or three-and-half times of the then applicable annual salary if there is a Change in Control. The other
terms remain to be the same as their prior agreements. A copy of the C-Level Executive Employment Agreements are hereby filed
as exhibits 10.2 to 10.4 to this Report and are incorporated by reference herein.