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): February 18, 2022
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Item 1.01. Entry into a Material Definitive Agreement.
On February 18, 2022, the Compensation Committee of the Board of Directors (the "Board") of HF Foods Group Inc., a Delaware corporation (the "Company"), reviewed and approved the following compensation arrangements with non-employee members of the Board to be effective for fiscal year 2022:
The Compensation Committee (the “Committee”) approved a $25,000 increase in the annual base retainer to be paid to the independent Chairman of the Board, from $75,000 to $100,000. The Committee believes the Chairman’s increased retainer recognizes his effective leadership and increased scope of duties in the past year, including supervision of the company’s new General Counsel and Chief Compliance Officer. In order to remain competitive for the retention and potential hiring of director candidates, the Committee also approved the following changes: (a) the annual base retainer to be paid to other non-employee directors was increased to $60,000 from $50,000; (b) the annual retainer for each non-employee Board committee chair was increased to $15,000 from $10,000; and (c) payment of an additional annual retainer of $10,000 for each non-employee Board member serving on the Special Investigation Committee. Given the additional time commitments involved, the Committee approved additional bonuses for service in 2021 on the Special Investigation Committee in the amounts of $50,000 to be paid to Russell Libby, $50,000 to be paid to Felix Lin, and $15,000 to be paid to Hong Wang. There are no fees based upon number of meetings attended.
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.
| HF FOODS GROUP INC. | ||||||||
| Date: February 24, 2022 | /s/ Peter Zhang | |||||||
| Xiao Mou Peter Zhang | ||||||||
| Chief Executive Officer | ||||||||