Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.
On August 16, 2022, CURE Pharmaceutical Holding Corp. (the “Company”) issued a press release announcing the appointment of Robert J. Costantino serve on the Company’s Board of Directors (the “Board”). The Company also announced that Mr. Costantino will act as Chairman of the Audit Committee of the Board (the “Audit Committee”). The Council determined that Mr. Costantino is an “audit committee financial expert” as defined by
Security and Exchange Commission (” DRY “).
Mr. Costantino63, is a retired senior executive with several decades of experience as CEO, COO, CFO and in various other leadership positions at several large corporations. Mr. Costantino is currently a financial consultant and director of PetVivo (Nasdaq: PETV), where he is also a member of the audit and compensation committees, and is also currently a director of several Yamaha Motor Finance companies. Most recently, he served as Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer of WFS Financial (Nasdaq: WFSI), an automotive/commercial finance company, while concurrently serving as Vice President Executive, Chief Financial Officer and Chief Operating Officer of Westcorp (NYSE: WES), a OTS regulated bank. In each of these roles, Mr. Costantino was responsible for operational and financial oversight, including SECOND deposits, investor relations and treasury. Mr. Costantino played a key role in negotiating the sale of the two companies to Wachovia (Wells Fargo) for $3.9 billion. Previously, he was President, Chief Executive Officer and Director of Mitsubishi Motors Credit of Americaan auto finance company with more than $10 billion in assets, where he played a key role in improving profitability and negotiating the sale of the company’s assets to Merrill Lynch. Previously, he spent 17 years in various management positions of increasing responsibility at North American Volvo Carsincluding as senior vice president and chief financial officer of the automotive parent company and the captive finance company. Mr. Costantino is also a retired chartered accountant.
There are no family relations between Mr. Costantino and any director or executive officer of the Company. Moreover, there are no arrangements between Mr. Costantino and any other person under whom he has been chosen to serve as a director. Finally, there is no transaction in which the Company is or has been a party and in which Mr. Costantino has a direct or indirect material interest subject to disclosure as a related party transaction under Section 404(a) of Regulation SK.
Mr. Costantino will be remunerated for his services on the Board in accordance with the Company’s standard remuneration policy for non-employee directors.
A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is provided and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section. Such information shall not be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of the general language of incorporation in this repository, except as otherwise expressly set forth by specific reference in such repository.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated August 16, 2022, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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