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): June 26, 2019

 

CREATIVE REALITIES, INC.

(Exact name of registrant as specified in its charter)

 

Minnesota		001-33169		41-1967918
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

13100 Magisterial Drive, Suite 100, Louisville, KY		40223
(Address of principal executive offices)		(Zip Code)

 

(502) 791-8800

(Registrant's telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

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:

 

☐	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))

 

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. ☐

  

 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, par value $0.001 per share		CREX		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		CREXW		The Nasdaq Stock Market LLC

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election of Stephen Nesbit

On June 26, 2019, the Board of Directors (the “Board”) of Creative Realities, Inc. (the “Company”) elected Stephen Nesbit to serve as a director of the Company.

Mr. Nesbit, 68, has been in the digital signage and digital advertising industry for over 20 years. He is currently the Managing Director of Prestonwood Trail Holdings LLC and has provided advisory services for companies in the Digital Signage and Digital Media Industry for the past 10 years. He has directed and advised projects in North America, Europe, Asia proper, Southeast Asia, the Middle East, Australia and Africa. Prior to founding Prestonwood Trail, Mr. Nesbit was the President/COO at Reflect Systems, a software and services company in the Digital Signage business. He joined Reflect after serving as President/COO of MarketForward, the Global Digital Media Division owned by the Publicis Groupe S.A. in Paris France. Mr. Nesbit began his career in Digital Signage as the EVP Global Operations & GM International Business for Next Generation Network. Next Generation Network was one of the first Digital Place Based Advertising companies in the industry before its sale to Anschutz Investments where the company changed its name to National Cinemedia (NASDAQ: NCMI). He began his career at IBM in the Data Processing Division holding various field and HQ management positions. Mr. Nesbit also held management and executive positions at Wang Labs and BBN Communications Inc., the communications company that was the original architect of the Internet. Mr. Nesbit holds an undergraduate degree from the University of Notre Dame and earned an MBA from the Indiana University Kelly Graduate School of Business.

Committee Composition

Effective June 26, 2019, the Board updated the composition of the Company’s Compensation and Audit Committees. The Compensation Committee is composed of David Bell, Stephen Nesbit and Joseph Manko, with Mr. Manko serving as the chair. The Company’s Audit Committee remains composed of David Bell, Donald Harris and Joseph Manko, with Mr. Bell serving as the chair.

Stock Awards

On July 1, 2019, the Company issued 2,718 shares of Company common stock to each of Alec Machiels, David Bell, Donald Harris, and Joseph Manko, the Company’s non-officer directors, to compensate such directors for their service to the Company. The Company also issued 2,718 shares of Company common stock to Stephen Nesbit. The shares were issued under the Company’s 2014 Stock Incentive Plan, as amended.

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.

 

	Creative Realities, Inc.
	(Registrant)
	By:	/s/ Will Logan
		Will Logan
		Chief Financial Officer

  

Date: July 2, 2019