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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):
July 12, 2025
Resolute Holdings
Management, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
001-42458 |
33-1246734 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
445 Park Avenue, Suite 5B
New York, NY
(Address of Principal Executive Offices) |
10022
(Zip Code) |
| |
|
|
|
(212) 256-8405
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | 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)) |
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, par value $0.0001 per share |
|
RHLD |
|
Nasdaq Stock Market LLC |
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 |
On July 12, 2025, the
Board of Directors (the “Board”) of Resolute Holdings Management, Inc. (the “Company”) appointed Wayne M. Hewett
and Timothy O. Mahoney to serve as members of the Board, effective immediately (the “Director Appointments”). Mr. Hewett will
hold office as a Class I director, for a term expiring at the Company’s annual meeting of stockholders to be held in 2028, and will
also serve on the Audit Committee of the Board. Mr. Mahoney will hold office as a Class III director, for a term expiring at the Company’s
annual meeting of stockholders to be held in 2027, and will also serve on the Compensation Committee of the Board.
Mr. Hewett is a seasoned
executive leader who currently serves as a Director on the boards of Home Depot (since 2014), Wells Fargo & Company (since 2019),
and United Parcel Services, Inc. (since 2020). Since 2018, he has also served as a senior advisor to Permira, a global private equity
firm. Since 2019, he has served as Chairman of Cambrex Corporation, a contract developer and manufacturer of active pharmaceutical ingredients;
and since 2023, he has served as Chairman of Quotient Sciences, a drug development and manufacturing accelerator. In 2023, he joined the
board of managers of ASP Resins Holdings LP, a private company that produces adhesives and performance materials. From 2015 to 2017, Mr.
Hewett served as Chief Executive Officer of Klöckner Pentaplast Group, a packaging supplier. Mr. Hewett has previously held several
other executive roles, spending over 20 years with General Electric Company (“GE”), including leadership roles in various
GE business units and membership on GE’s Corporate Executive Council. Mr. Hewett earned a Bachelor’s and Master’s degree
in Industrial Engineering from Stanford University.
Mr. Mahoney is a highly
experienced aerospace and defense executive who brings a breadth of operating capabilities from his leadership roles at major industrial
companies. He served in several executive roles at Honeywell International, Inc. (“Honeywell”), including Senior Vice President
of Digital Transformation from 2019 to 2022, Chief Executive Officer of Honeywell Aerospace from 2009 to 2019, and multiple Vice President
roles across Honeywell Aerospace from 2003 to 2009. Prior to Honeywell, Mr. Mahoney spent 18 years at Sikorsky Aircraft, where he held
a series of increasingly significant leadership roles. Mr. Mahoney earned a B.S. in Mechanical Engineering from the University of South
Florida and graduated from the Program for Management Development at Harvard Business School.
In connection with their
appointments, each of Messrs. Hewett and Mahoney will receive, pursuant to the Second Amended and Restated Resolute Holdings Management,
Inc. Non-Employee Director Compensation Policy and the Resolute Holdings Management, Inc. 2025 Omnibus Incentive Plan, a sign-on equity
award in the form of stock options with a grant date value of approximately $200,000 and a prorated portion of a $250,000 annual award in the form of stock
options, each of which will vest over a four-year period starting on the date
of the commencement of their Board service. As members of the Board, each of Messrs. Hewett and Mahoney will also receive an annual
retainer in an amount of $50,000. Additionally, in connection with their appointments, each of Messrs. Hewett and Mahoney will enter into customary
indemnification agreements in the same form provided to other directors of the Company.
On July 14, 2025, the
Company issued a press release announcing the Director Appointments, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Second Amended and Restated Resolute Holdings Management, Inc. Non-Employee Director Compensation Policy. |
| 99.1 |
|
Press release, dated July 14, 2025, issued by Resolute Holdings Management, Inc. |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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, hereunto duly authorized.
Date: July 14, 2025
| |
RESOLUTE HOLDINGS MANAGEMENT, INC. |
|
| |
|
|
| |
|
|
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By: |
/s/
Kurt Schoen |
|
| |
Name: |
Kurt Schoen |
|
| |
Title: |
Chief Financial Officer |
|
