HF Foods Group (HFFG) expands board, appoints Taylor S. Brown as independent director
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
HF Foods Group Inc. has expanded its Board of Directors from four to five members and appointed attorney and business advisor Taylor S. Brown as an independent director, effective June 19, 2026. The Board acted on the recommendation of its Nominating and Corporate Governance Committee.
Brown, age 37, has more than 12 years of experience advising companies on acquisitions, restructurings, capital raising, and risk. From May 2020 to January 2024, he managed a statewide campaign organization with a budget exceeding $100 million and over 1,000 paid staffers across 21 regions.
He will receive standard independent director compensation under a letter agreement consistent with other independent directors. HF Foods also issued a press release on June 22, 2026, highlighting that Brown’s legal, operational, and communications background is expected to support the company’s strategic and governance priorities.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size after change: 5 directors
Board size before change: 4 directors
Taylor Brown age: 37 years
+5 more
8 metrics
Board size after change
5 directors
Board increased from four to five members effective June 19, 2026
Board size before change
4 directors
Size increased by one seat when Brown was appointed
Taylor Brown age
37 years
Age of newly appointed independent director
Professional experience
More than 12 years
Time spent advising companies, executives, and growth-stage boards
Campaign budget managed
Exceeding $100 million
Statewide executive campaign organizations, May 2020 to January 2024
Field organization size
More than 1,000 staffers
21-region field organization built and mobilized in campaign role
Field regions
21 regions
Scope of campaign field organization overseen by Brown
Press release date
June 22, 2026
Date HF Foods publicly announced Brown’s board appointment
Key Terms
independent director, Nominating and Corporate Governance Committee, Regulation FD Disclosure, emerging growth company, +1 more
5 terms
independent director financial
"appointed Mr. Brown as an independent director to fill the resulting vacancy"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Nominating and Corporate Governance Committee financial
"The Board, acting upon the recommendation of the Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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 16, 2026
(Exact name of registrant as specified in its charter)
State or other Jurisdiction of incorporation ) | (Commission File No.) | (IRS Employer Identification No) | ||||||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (888 )-905-0998
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 16, 2026, the Board of Directors (the "Board") of HF Foods Group Inc. (the "Company"), acting upon the recommendation of the Nominating and Corporate Governance Committee, (i) increased the size of the Board from four (4) directors to five (5) directors and (ii) appointed Taylor Brown as a director of the Company to fill the vacancy on the Board, effective June 19, 2026. The Board has determined that Mr. Brown qualifies as an independent director under applicable Nasdaq rules. At this time, Mr. Brown has not been appointed to serve on any committees of the Board.
Mr. Brown, 37, is an attorney, business advisor and strategic communications executive with more than 12 years of experience advising companies, executives and growth-stage boards on acquisitions, commercial disputes, regulatory exposure, and stakeholder strategy. From May 2020 to January 2024, Mr. Brown served as Campaign Manager and Senior Strategic Advisor for statewide executive campaign organizations, where he managed operational accountability for a budget exceeding $100 million and built and mobilized a 21-region field organization with more than 1,000 paid staffers. Mr. Brown’s experience includes, among other things, advising companies on acquisitions, restructurings, capital rounds, resource allocation and post-transaction risk considerations. He also has experience developing legal and stakeholder communications strategy in high-scrutiny environments involving legal, reputational, operational and executive priorities. Mr. Brown received his Juris Doctor from Mercer University, Walter F. George School of Law, and his Bachelor of Arts in Political Science from the University of Georgia.
Mr. Brown is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Brown was not selected as a director pursuant to any arrangement or understanding between himself and any other person.
In connection with his appointment, Mr. Brown will enter into a letter agreement with the Company reflecting the terms of his appointment, including the standard compensation for the Company’s independent directors and other normal terms relating to confidentiality and avoidance of conflicts of interest, substantially in the form of the letter agreement entered into by the Company’s other independent directors (the "Letter Agreement"). Mr. Brown will be compensated on the same basis as all other directors of the Company, as described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024.
The foregoing summary of the terms of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document, a form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 22, 2026, the Company issued a press release announcing the appointment of Mr. Brown. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
10.1 | Form of Letter Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024). | |||||||
99.1 | Press release, dated June 22, 2026 | |||||||
| 104.0 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: June 22, 2026 | /s/ Paul McGarry | |||||||
| Paul McGarry | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
HF FOODS GROUP APPOINTS TAYLOR S. BROWN TO BOARD OF DIRECTORS
Appointment Expands Board to Five Directors; Brown Brings Legal, Acquisitions, and Operational Experience
LAS VEGAS, June 22, 2026 (GLOBE NEWSWIRE) — HF Foods Group Inc. (NASDAQ: HFFG), a leading distributor of international foodservice solutions to Asian restaurants and other businesses across the United States, today announced the appointment of Taylor S. Brown, Esq. to its Board of Directors, effective June 19, 2026.
The Board, acting upon the recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from four to five directors and appointed Mr. Brown as an independent director to fill the resulting vacancy. The Board has determined that Mr. Brown qualifies as an independent director under applicable Nasdaq listing standards. At this time, Mr. Brown has not been appointed to serve on any Board committees.
“Taylor brings a rare combination of legal acuity, operational discipline, and communications judgment that we believe will add meaningful value to our Board. His experience advising companies through acquisitions, restructurings, and other complex business issues is directly relevant to where HF Foods is today — executing on our operational priorities while remaining opportunistic on growth. We are pleased to welcome him to the Board and look forward to the perspective he will bring,” said Felix Lin, Chief Executive Officer of HF Foods Group.
Mr. Brown is an attorney, business advisor, and strategic communications executive with more than 12 years of experience advising companies, executives, and growth-stage boards on acquisitions, commercial disputes, regulatory exposure, governance practices, and stakeholder strategy. From May 2020 to January 2024, Mr. Brown served as Campaign Manager and Senior Strategic Advisor for statewide executive campaign organizations, where he managed operational accountability for a budget exceeding $100 million and built and mobilized a 21-region field organization with more than 1,000 paid staffers. His professional experience includes counseling companies on acquisitions, restructurings, capital rounds, resource allocation, and post-transaction risk considerations; advising on transportation logistics, operational law, and commercial real estate matters; and developing integrated legal and stakeholder communications strategies in high-scrutiny environments. Mr. Brown received his Juris Doctor from Mercer University, Walter F. George School of Law, and his Bachelor of Arts in Political Science from the University of Georgia.
“HF Foods is a company with strong market positioning, a differentiated distribution network, and a clear strategic path forward, and I am honored to join its Board at this stage of the Company’s development. I look forward to leveraging my experience in governance, risk, acquisitions, and stakeholder strategy to support the Board and management team as they continue to build long-term value for shareholders,” said Taylor S. Brown.
Mr. Brown will be compensated on the same basis as the Company’s other independent directors, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024.
About HF Foods Group Inc.
HF Foods Group Inc. is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. HF Foods aims to supply the increasing demand for Asian American restaurant cuisine, leveraging its nationwide network of distribution centers and its strong relations with growers and suppliers of fresh, high-quality specialty restaurant food
products and supplies in the US and Asia. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, please visit www.hffoodsgroup.com.
Contacts:
ICR
Anna Kate Heller
hffoodsgroup@icrinc.com
FAQ
What board change did HF Foods Group (HFFG) announce in this 8-K?
HF Foods Group expanded its Board of Directors from four to five members and appointed Taylor S. Brown as an independent director, effective June 19, 2026, following a recommendation from the Nominating and Corporate Governance Committee.
Who is Taylor S. Brown, the new HF Foods Group (HFFG) director?
Taylor S. Brown is an attorney, business advisor, and strategic communications executive with over 12 years of experience advising companies on acquisitions, restructurings, governance, regulatory exposure, and stakeholder strategy across high-scrutiny and complex business environments.
What relevant experience does Taylor S. Brown bring to HF Foods Group (HFFG)?
Brown previously served as Campaign Manager and Senior Strategic Advisor for statewide executive campaign organizations, overseeing a budget exceeding $100 million and leading a 21-region field operation with more than 1,000 paid staffers, alongside extensive advisory work on corporate transactions and risk.
Is Taylor S. Brown considered independent under Nasdaq rules for HF Foods Group (HFFG)?
Yes. The Board of HF Foods Group determined that Taylor S. Brown qualifies as an independent director under applicable Nasdaq listing standards, meaning he meets the exchange’s criteria for independence from the company’s management and significant business relationships.
Will HF Foods Group (HFFG) pay Taylor S. Brown differently from other directors?
No. Taylor S. Brown will be compensated on the same basis as HF Foods Group’s other independent directors, under a letter agreement that mirrors the standard compensation and typical terms regarding confidentiality and conflict avoidance used for existing independent directors.
Did HF Foods Group (HFFG) assign Taylor S. Brown to any board committees?
At the time of the disclosure, Taylor S. Brown had not been appointed to any Board committees. The filing notes only his Board membership and independence status, without assigning him to specific committees such as audit, compensation, or governance.