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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): November 30, 2023
Harbor
Custom Development, Inc.
(Exact
name of registrant as specified in its charter)
Washington |
|
001-39266 |
|
46-4827436 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1201
Pacific Avenue, Suite 1200
Tacoma,
WA 98402
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (253) 649-0636
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
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
|
Common
Stock |
|
HCDI |
|
The
Nasdaq Stock Market LLC |
|
8%
Series A Cumulative Convertible Preferred Stock |
|
HCDIP |
|
The
Nasdaq Stock Market LLC |
|
Warrants |
|
HCDIW |
|
The
Nasdaq Stock Market LLC |
|
Warrants |
|
HCDIZ |
|
The
Nasdaq Stock Market LLC |
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.
On
November 30, 2023, the Board of Directors of Harbor Custom Development, Inc. (the “Company”), adopted an Executive
Compensation Clawback Policy (the “Clawback Policy”) in order to comply with Section 10D of the Securities Exchange Act of
1934 (the “Exchange Act”); Rule 10D-1 of the Exchange Act; and Listing Rule 5608 of The Nasdaq Stock Market, LLC. Capitalized
terms used and not defined herein have the meanings given to them in the Clawback Policy.
The
Clawback Policy provides for the repayment or forfeiture of Erroneously Awarded Compensation following a Restatement of the Company’s
financial statements from persons who served as Executive Officers of the Company at any time during the performance period for such
Incentive Compensation and who received such compensation during the three fiscal years preceding the date on which the Company is required
to prepare a Restatement.
The
foregoing description of the Clawback Policy does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Clawback Policy, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form 8-K:
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.
|
Harbor
Custom Development, Inc. |
|
|
Date:
December 1, 2023 |
By: |
/s/
Jeff Habersetzer |
|
|
Jeff
Habersetzer |
|
|
Interim
Chief Executive Officer and Interim President |
Exhibit
10.1
EXECUTIVE
COMPENSATION CLAWBACK POLICY
Adopted
and approved on November 30, 2023
| 1.1. | Harbor
Custom Development, Inc. (the “Company”) is committed to upholding the
highest standards of business ethics and compliance with all applicable laws, rules, and
regulations. In line with this commitment, the Company has adopted this Executive Compensation
Clawback Policy (this “Policy”). This Policy is designed to reinforce
the principles of integrity, accountability, and transparency in executive compensation arrangements,
and outlines when the Company will be required to seek recovery of Erroneously Awarded Compensation
issued or paid to a Covered Person. |
| 1.2. | This
Policy shall be interpreted to comply with Section 10D of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1 (“Rule
10D-1”), and Listing Rule 5608 (the “Listing Rule”) of The Nasdaq
Stock Market, LLC (“Nasdaq”), as may be amended or supplemented and interpreted
from time to time by Nasdaq. To the extent this Policy is in any manner deemed inconsistent
with the Listing Rule, this Policy shall be treated as having been amended to be compliant
with the Listing Rule. |
| 1.3. | All
capitalized terms used and not otherwise defined herein shall have the meanings set forth
in Section 11. |
2. | Administration
of this Policy |
| 2.1. | The
Compensation Committee shall have the authority to administer this Policy. The Compensation
Committee will, subject to the provisions of this Policy, the Listing Rule, and Rule 10D-1
of the Exchange Act, make such determinations, interpretations, and take such actions in
connection with this Policy as it deems necessary, appropriate, or advisable. All determinations
and interpretations made by the Compensation Committee will be final, binding, and conclusive. |
3. | Recovery
of Erroneously Awarded Compensation |
| 3.1. | In
the event of a Restatement, the Company will seek to recover, reasonably promptly, all Erroneously
Awarded Compensation from a Covered Person. Such recovery, in the case of a Restatement,
will be made without regard to any individual knowledge or responsibility related to the
Restatement. Notwithstanding the foregoing, if the Company is required to undertake a Restatement,
the Company shall not be required to recover the Erroneously Awarded Compensation if the
Compensation Committee determines that it is Impracticable to do so, after exercising a normal
due process review of all the relevant facts and circumstances. |
| 3.2. | The
process of recovering the Erroneously Awarded Compensation shall be subject to the following: |
| a. | After
a Restatement, the Compensation Committee shall determine the amount of any Erroneously Awarded
Compensation Received by a Covered Person and shall promptly notify the Covered Person with
a written notice containing the amount of any Erroneously Awarded Compensation and a demand
for repayment or return of such compensation, as applicable. |
| b. | For
Incentive Compensation based on (or derived from) the Company’s stock price or total
shareholder return, where the amount of the Erroneously Awarded Compensation is not subject
to mathematical recalculation directly from the information in the applicable Restatement: |
| i. | The
amount to be repaid or returned shall be determined by the Compensation Committee based on
a reasonable estimate of the effect of the Restatement on the Company’s stock price
or total shareholder return upon which the Incentive Compensation was Received; and |
| ii. | The
Company shall maintain documentation of the determination of such reasonable estimate and
provide the relevant documentation as required to the Nasdaq or the applicable exchange where
the Company’s securities is listed. |
| c. | The
Compensation Committee shall have discretion to determine the appropriate means of recovering
Erroneously Awarded Compensation based on the particular facts and circumstances. The Compensation
Committee may, subject to applicable law, seek recovery in any manner it deems appropriate,
including by: seeking reimbursement from the Covered Person of all of the compensation awarded
or paid; electing to withhold unpaid compensation; set-off; or rescinding or canceling unvested
stock. Notwithstanding the foregoing, except where it is Impracticable, in no event may the
Company accept an amount that is less than the amount of Erroneously Awarded Compensation
in satisfaction of a Covered Person’s obligations hereunder. |
| d. | To
the extent that a Covered Person has already reimbursed the Company for any Erroneously Awarded
Compensation Received under any duplicative recovery obligations established by the Company
or applicable law, it shall be appropriate for any such reimbursed amount to be credited
to the amount of Erroneously Awarded Compensation that is subject to recovery under this
Policy. |
| e. | To
the extent that a Covered Person fails to repay all Erroneously Awarded Compensation to the
Company when due, the Company shall take all actions reasonable and appropriate to recover
such Erroneously Awarded Compensation from such Covered Person. The Covered Person shall
be required to reimburse the Company for any and all expenses reasonably incurred (including
legal fees) by the Company in recovering such Erroneously Awarded Compensation. |
| f. | In
the reasonable exercise of its business judgment under this Policy, the Compensation Committee
may in its sole discretion determine whether and to what extent additional action is appropriate
to address the circumstances surrounding a Restatement to minimize the likelihood of any
recurrence and to impose such other discipline as it deems appropriate. |
4. | Prohibition
on Indemnification or Reimbursement |
| 4.1. | Notwithstanding
the terms of any other policy, program, agreement, or arrangement, in no event shall the
Company or any of its affiliates insure or indemnify any Covered Person against (i) the loss
of any Erroneously Awarded Compensation that is repaid, returned, or recovered pursuant to
the terms of this Policy, or (ii) any claims relating to the Company’s enforcement
of its rights under this Policy. Further, the Company shall not enter into any agreement
that exempts any Incentive Compensation that is granted, paid, or awarded to a Covered Person
from the application of this Policy or that waives the Company’s right to recovery
of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement
(whether entered into before, on, or after the Effective Date of this Policy). |
5. | Other
Claims and Rights |
| 5.1. | The
remedies under this Policy are in addition to, and not in lieu of, any legal and equitable
claims the Company or any of its affiliates may have or any actions that may be imposed by
law enforcement agencies, regulators, administrative bodies, or other authorities. Further,
the exercise by the Compensation Committee of any rights pursuant to this Policy will not
impact any other rights that the Company or any of its affiliates may have with respect to
any Covered Person subject to this Policy. |
6. | Acknowledgement
by Covered Persons; Condition to Eligibility for Incentive Compensation |
| 6.1. | The
Company will provide notice and seek acknowledgement of this Policy from each Covered Person
in the form of the acknowledgement in Exhibit A, provided that the failure
to provide such notice or obtain such acknowledgement will have no impact on the applicability
or enforceability of this Policy. After the Effective Date, the Company must be in receipt
of a Covered Person’s acknowledgement as a condition to such Covered Person’s
eligibility to receive Incentive Compensation. All Incentive Compensation subject to this
Policy will not be earned, even if already paid, until this Policy ceases to apply to such
Incentive Compensation and any other vesting conditions applicable to such Incentive Compensation
are satisfied. |
7. | Amendment
and Termination |
| 7.1. | The
Board or the Compensation Committee may amend or terminate this Policy at any time. Notwithstanding
anything in this Section 7 to the contrary, no amendment or termination of this Policy shall
be effective if such amendment or termination would (after taking into account any actions
taken by the Company contemporaneously with such amendment or termination) cause the Company
to violate any federal securities laws, SEC rules, Nasdaq rules or the rules of any applicable
exchange where the Company’s securities is listed. |
8. | Disclosure
Requirements |
| 8.1. | The
Company shall file all disclosures with respect to this Policy required by applicable SEC
filings and rules. |
| 9.1. | Except
as otherwise determined in writing by the Compensation Committee, this Policy will apply
to any Incentive Compensation that is Received by a Covered Person on or after the Effective
Date. This Policy will survive and continue notwithstanding any termination of a Covered
Person’s employment with the Company and its affiliates. |
| 10.1. | This
Policy shall be binding and enforceable against all Covered Persons and their successors,
beneficiaries, heirs, executors, administrators, or other legal representatives. |
| 11.1. | “Applicable
Period” means the three completed fiscal years of the Company immediately preceding
the earlier of (i) the date the Board, a committee of the Board, or the officer or officers
of the Company authorized to take such action if Board action is not required, concludes
(or reasonably should have concluded) that a Restatement is required or (ii) the date a court,
regulator, or other legally authorized body directs the Company to prepare a Restatement.
The “Applicable Period” also includes any transition period (that results from
a change in the Company’s fiscal year) within or immediately following the three completed
fiscal years identified in the preceding sentence. |
| 11.2. | “Board”
means the Board of Directors of the Company. |
| 11.3. | “Compensation
Committee” means the Company’s committee of independent directors responsible
for executive compensation decisions, or in the absence of such a committee, a majority of
the independent directors serving on the Board. |
| 11.4. | “Covered
Person” means any person who is, or was at any time, during the Applicable Period,
an Executive Officer of the Company. For the avoidance of doubt, a Covered Person may include
a former Executive Officer that left the Company, retired, or transitioned to an employee
role (including after serving as an Executive Officer in an interim capacity) during the
Applicable Period. |
| 11.5. | “Effective
Date” means the date first written above as adopted and approved. |
| 11.6. | “Erroneously
Awarded Compensation” means the amount of any Incentive Compensation (calculated
on a pre-tax basis) Received by a Covered Person during the Applicable Period that is in
excess of the amount that otherwise would have been Received if the calculation were based
on the Restatement. For the avoidance of doubt, Erroneously Awarded Compensation does not
include any Incentive Compensation Received by a person (i) before such person began service
in a position or capacity meeting the definition of an Executive Officer, (ii) who did not
serve as an Executive Officer at any time during the performance period for that Incentive
Compensation, or (iii) during any period the Company did not have a class of its securities
listed on a national securities exchange or a national securities association. |
| 11.7. | “Executive
Officer” means the Company’s president, principal executive officer, principal
financial officer, principal accounting officer (or if there is no such accounting officer,
the controller), any vice-president in charge of a principal business unit, division, or
function (such as sales, administration, or finance), any other officer who performs a policy-making
function, or any other person (including an officer of the Company’s parent(s) or subsidiaries)
who performs similar policy-making functions for the Company. |
| 11.8. | “Financial
Reporting Measure” means a measure that is determined and presented in accordance
with the accounting principles used in preparing the Company’s financial statements
(including but not limited to, “non-GAAP” financial measures, such as those appearing
in the Company’s earnings releases or management discussion and analysis), and any
measure that is derived wholly or in part from such measure. Stock price and total shareholder
return (and any measures derived wholly or in part therefrom) shall be considered Financial
Reporting Measures. |
| 11.9. | “Impracticable”
means when the Compensation Committee determines in good faith that: (i) pursuing recovery
of an Erroneously Awarded Compensation would violate home country law of the jurisdiction
of incorporation of the Company where that law was adopted prior to November 28, 2022 and
the Company provides an opinion of home country counsel to that effect acceptable to Nasdaq
or the Company’s applicable listing exchange; (ii) the direct expense paid to a third
party to assist in enforcing this Policy would exceed the Erroneously Awarded Compensation
and the Company has (A) made a reasonable attempt to recover such amounts and (B) provided
documentation of such attempts to recover to Nasdaq or the Company’s applicable listing
exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan,
under which benefits are broadly available to employees of the Company, to fail to meet the
requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986,
as amended. |
| 11.10. | “Incentive
Compensation” means any compensation that is granted, earned, or vested based wholly
or in part upon the attainment of a Financial Reporting Measure. Incentive Compensation does
not include any base salaries (except with respect to any salary increases earned wholly
or in part based on the attainment of a Financial Reporting Measure performance goal); bonuses
paid solely at the discretion of the Compensation Committee or Board that are not paid from
a “bonus pool” that is determined by satisfying a Financial Reporting Measure
performance goal; bonuses paid solely upon satisfying one or more subjective standards and/or
completion of a specified employment period; non-equity incentive plan awards earned solely
upon satisfying one or more strategic measures or operational measures; and equity awards
that vest solely based on the passage of time and/or attaining one or more non-Financial
Reporting Measures. |
| 11.11. | Incentive
Compensation is deemed “Received” in the Company’s fiscal period
during which the Financial Reporting Measure specified in the Incentive Compensation award
is attained, even if the payment or grant of the Incentive Compensation occurs after the
end of that period. |
| 11.12. | “Restatement”
means an accounting restatement of any of the Company’s financial statements filed
with the SEC under the Exchange Act, or the Securities Act of 1933, as amended, due to the
Company’s material noncompliance with any financial reporting requirement under U.S.
securities laws, regardless of whether the Company or Covered Person’s misconduct was
the cause for such restatement. “Restatement” includes any required accounting
restatement to correct an error in previously issued financial statements that is material
to the previously issued financial statements (commonly referred to as “Big R”
restatements), or that would result in a material misstatement if the error were corrected
in the current period or left uncorrected in the current period (commonly referred to as
“little r” restatements). |
| 11.13. | “SEC”
means the U.S. Securities and Exchange Commission. |
Exhibit
A
ATTESTATION
AND ACKNOWLEDGEMENT OF THE
EXECUTIVE
COMPENSATION CLAWBACK POLICY OF
HARBOR
CUSTOM DEVELOPMENT, INC.
By
my signature below, I acknowledge and agree that:
| a. | I
have received and read the Executive Compensation Clawback Policy (this “Policy”)
of Harbor Custom Development, Inc. (the “Company”). |
| b. | I
hereby agree to abide by all of the terms of this Policy both during and after my employment
with the Company, including, without limitation, by promptly repaying or returning any Erroneously
Awarded Compensation to the Company as defined in and as determined in accordance with this
Policy. |
|
Signature:________________________________________ |
|
|
|
Printed
Name:_____________________________________ |
|
|
|
Date:____________________________________________ |
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