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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 12, 2022

 

 

 

BRC Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-41275   87-3277812
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1144 S. 500 W

Salt Lake City, UT 84101

(Address of principal executive offices, including Zip Code)

 

(801) 874-1189

(Registrant’s telephone number, including area code)

 

 

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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
Symbols
  Name of each exchange
on which registered
Class A common stock, $0.0001 par value   BRCC   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 x

 

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 8.01.Other Events.

 

On July 12, 2022, BRC Inc. (the “Company”) announced that Roland C. Smith was appointed as Executive Chairman of the Company’s board of directors (the “Board”) in order to leverage his decades of operating experience given the Company’s accelerating momentum and growth opportunities. Mr. Smith replaces Evan Hafer as Chairman, who will remain on the Board as a director and continue to serve as Chief Executive Officer of the Company. Mr. Smith joined the Board as a director in February 2022. His biography is available on the Company’s Annual Report on Form 10-K filed on March 16, 2022 with the Securities and Exchange Commission.

 

In connection with his appointment as Executive Chairman, Mr. Smith was removed from the Compensation Committee of the Board. Mr. Smith remains a member of the Nominating and Corporate Governance Committee of the Board.

 

On July 12, 2022, the Company issued a press release announcing the appointment of Mr. Smith as Executive Chairman of the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit   Description
99.1*   Press Release issued by the Company on July 12, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

* Filed herewith

 

 

 

SIGNATURE

 

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: July 12, 2022

 

  BRC INC.
   
  By: /s/ Tom Davin
  Name: Tom Davin
  Title: Co-Chief Executive Officer