SPAR Group, Inc. (NASDAQ: SGRP), a leading global provider of merchandising and marketing services, announced today that Mr. Arthur H. Baer, Mr. Igor Novgorodtsev, and Mr. Jeffrey A. Mayer, have resigned from the Corporation’s Board of Directors, effective June 9, 2021.
The management of the Corporation would like to thank Mr. Baer, Mr. Novgorodtsev, and Mr. Mayer for their service on the Board and their professional contributions. They provided experience and counsel that helped shape the Company for the future and rebuilt the Company’s leadership team. Their commitment to governance and board independence was highly valued.
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Although the resigning Independent Directors expressed confidence in the CEO and the management team, as well as their respect and admiration for the fine leadership of the Company’s international and domestic joint venture partners, in their resignation letter to the Corporation, the resigning Independent Directors said they were concerned over efforts by the Company’s two major shareholders that they believe could weaken Board independence, interfere with the operations of the Company’s business, and adversely affect the Company’s liquidity and minority shareholders.
The Company has provided Nasdaq with a notice that it would be temporarily out of compliance with Nasdaq Listing Rule 5605(b)(1) requiring that Independent Directors constitute a majority of the Company’s Board, and temporarily out of compliance with Nasdaq Listing Rule 5605(c) requiring that an audit committee have at least three members and the members each be independent directors. The Corporation has begun a search for three new directors to fill vacancies on the Board and regain compliance with Nasdaq listing rules.