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): October 28, 2019

 

WILHELMINA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware  001-36589  74-2781950
(State or other jurisdiction of incorporation)  (Commission File No.)  (IRS Employer Identification No.)

 

200 Crescent Court, Suite 1400, Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (214) 661-7488

 

N/A

 

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

 

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, $0.01 par value WHLM Nasdaq Capital Market

 

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))

 

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 1.02Termination of a Material Definitive Agreement.

 

On October 28, 2019, Wilhelmina International, Inc. (the “Company”) notified its Chief Executive Officer, William J. Wackermann, that the Company elected not to renew his Employment Agreement beyond its present expiration date of January 26, 2020. Notwithstanding non-renewal of the Employment Agreement, the Company has offered to continue Mr. Wackermann’s employment on an at-will basis with his current position, compensation and other benefits.

 

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 thereunto duly authorized.

 

Dated: November 1, 2019 WILHELMINA INTERNATIONAL, INC.
   
   
  By: /s/ James A. McCarthy
    Name: James A. McCarthy
    Title: Chief Financial Officer