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 May 1, 2026, the Board of Directors (the “Board”) of the Company approved the formation of a new standing committee of the Board titled the Risk Committee (the “Committee”) and appointed Daniel Hudson to serve as Chair of the Committee.
In connection with his service as Chair of the Committee, Mr. Hudson will receive an additional annual cash retainer of $25,000. This retainer is in addition to the standard annual Board retainer of $200,000 payable to non-employee directors.
Item 8.01 Other Events
On May 1, 2026, the Board approved the formation of the Risk Committee to assist the Board in its oversight of the Company’s enterprise risk management framework, including strategic, operational, financial, market, and cybersecurity risks. The establishment of the Committee is intended to enhance the Company’s governance practices in support of its long-term strategic objectives and potential financing activities.
The responsibilities of the Committee include, among other things:
| ● | Reviewing and overseeing the Company’s enterprise risk management policies and practices. |
| ● | Monitoring compliance with applicable laws, regulations, and Company policies relating to risk management and mitigation. |
| ● | Overseeing the identification, assessment, and management of key risks facing the Company, including operational, financial, market, and cybersecurity risks. |
| ● | Advising the Board on strategic initiatives and risk exposures within the Committee’s scope of responsibility; and |
| ● | Performing such other duties and responsibilities as may be delegated by the Board from time to time. |
The Board appointed the following directors and officers to serve on the Committee:
| ● | Daniel Hudson (Chair) |
| ● | Barbara Sugg |
| ● | Brent Bilsland |
| ● | Elliott Batson |
| ● | Todd Telesz |