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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):
March 5, 2026
RESERVOIR MEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39795 |
|
83-3584204 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
200 Varick Street
Suite 801
New York, New York |
|
10014 |
| (Address of principal executive offices) |
|
(Zip Code) |
(212) 675-0541
(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, $0.0001 par value per share |
|
RSVR |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
|
RSVRW |
|
The 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 x
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 Compensatory Arrangements of Certain
Officers.
On March 5, 2026, Reservoir Media, Inc. a Delaware corporation
(the “Company”) entered into amended and restated employment agreements with each of Golnar Khosrowshahi, Chief
Executive Officer, Rell Lafargue, President & Chief Operating Officer, and James Heindlmeyer, Chief Financial Officer (the “Khosrowshahi
Agreement,” “Lafargue Agreement,” and the “Heindlmeyer Agreement,”
respectively, and collectively, the “2026 Employment Agreements”).
The 2026 Employment Agreements, effective April 1, 2026, establish
the terms and conditions of the continued employment of each of Ms. Khosrowshahi, Mr. Lafargue and Mr. Heindlmeyer, the
Company’s Named Executive Officers. The 2026 Employment Agreements supersede the prior employment agreements between the Company
and each Named Executive Officer.
The material terms of the 2026 Employment Agreements are summarized
below.
The initial term of the Khosrowshahi Agreement is for three (3) years
commencing on April 1, 2026 and will automatically renew for subsequent periods of two (2) years (the “Khosrowshahi
Term”). Pursuant to the Khosrowshahi Agreement, Ms. Khosrowshahi will receive an annual base salary of $600,000, which
shall increase by 3.0% on April 1, 2027 and on each subsequent anniversary during the employment term. In addition, for the fiscal
year beginning April 1, 2026 and each fiscal year thereafter, Ms. Khosrowshahi is eligible for an annual cash bonus with a
target equal to one hundred percent (100%) of her base salary, based upon the attainment of certain performance milestones and objectives
established by the Board (acting through the Compensation Committee). Moreover, Ms. Khosrowshahi is entitled to an annual equity
award of one hundred percent (100%) of her annual base salary, which vests in full upon grant. The Khosrowshahi Agreement contains
certain rights of Ms. Khosrowshahi and the Company to terminate Ms. Khosrowshahi’s employment, including a termination
by the Company for “Cause” as defined in the Khosrowshahi Agreement, and termination by Ms. Khosrowshahi for “Good
Reason” as defined in the Khosrowshahi Agreement. The Khosrowshahi Agreement contains customary non-compete,
non-interference, non-disclosure and non-solicitation provisions. In addition, the Khosrowshahi Agreement provides that during the Khosrowshahi
Term, the Company will re-appoint Ms. Khosrowshahi as a member of the Board upon the expiration of her term as director and upon
the expiration of each subsequent term thereafter.
The initial term of the Lafargue Agreement is for three (3) years
commencing on April 1, 2026, which the Company has the option to extend for an additional period of two (2) years (the “Lafargue
Term”). Pursuant to the Lafargue Agreement, Mr. Lafargue will receive an annual base salary of $600,000, which shall
increase by 3.0% on April 1, 2027 and on each subsequent anniversary during the employment term. In addition, for the fiscal year
beginning April 1, 2026 and each fiscal year thereafter, Mr. Lafargue is eligible for an annual cash bonus with a target equal
to one hundred percent (100%) of his base salary, based upon the attainment of certain performance milestones and objectives established
by the Board (acting through the Compensation Committee) in consultation with Ms. Khosrowshahi. Moreover, Mr. Lafargue is entitled
to an annual equity award of 100% of his annual base salary, which vests in full upon grant. The Lafargue Agreement contains certain
rights of Mr. Lafargue and the Company to terminate Mr. Lafargue’s employment, including a termination by the Company
for “Cause” as defined in the Lafargue Agreement and termination by Mr. Lafargue for “Good Reason”
as defined in the Lafargue Agreement. The Lafargue Agreement contains customary non-compete, non-interference, non-disclosure
and non-solicitation provisions. In addition, the Lafargue Agreement provides that during the Lafargue Term, the Company will re-appoint
Mr. Lafargue as a member of the Board upon the expiration of his term as director and upon the expiration of each subsequent term
thereafter.
The initial term of the Heindlmeyer Agreement is for three (3) years
commencing on April 1, 2026, which the Company has the option to extend for an additional period of two (2) years. Pursuant
to the Heindlmeyer Agreement, Mr. Heindlmeyer will receive an annual base salary of $425,000, which shall increase by 3.0% on April 1,
2027 and on each subsequent anniversary during the employment term. In addition, for the fiscal year beginning April 1, 2026 and
each fiscal year thereafter, Mr. Heindlmeyer is eligible for an annual cash bonus with a target equal to fifty percent (50%) of his
base salary, based upon the attainment of certain performance milestones and objectives established by the Board (acting through the Compensation
Committee) in consultation with the Chief Executive Officer. Moreover, Mr. Heindlmeyer is entitled to an annual equity award of seventy-five
percent (75%) of his annual base salary, which vests in full upon grant. The Heindlmeyer Agreement contains certain rights of Mr. Heindlmeyer
and the Company to terminate Mr. Heindlmeyer’s employment, including a termination by the Company for “Cause”
as defined in the employment agreement, and termination by Mr. Heindlmeyer for “Good Reason” as defined in
the Heindlmeyer Agreement. The Heindlmeyer Agreement contains customary non-compete, non-interference, non-disclosure and
non-solicitation provisions.
The foregoing descriptions of the Company’s 2026 Employment Agreements
with Ms. Khosrowshahi, Mr. Lafargue and Mr. Heindlmeyer do not purport to be complete and are qualified in their entirety
by reference to the complete text of the respective agreements, copies of which are filed as exhibits 10.1, 10.2 and 10.3 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended & Restated Letter of Employment dated March 5, 2026, by and between Reservoir Media Management, Inc. and Golnar Khosrowshahi |
| |
|
|
| 10.2 |
|
Amended & Restated Letter of Employment dated March 5, 2026, by and between Reservoir Media Management, Inc. and Rell Lafargue |
| |
|
|
| 10.3 |
|
Amended & Restated Letter of Employment dated March 5, 2026, by and between Reservoir Media Management, Inc. and James Heindlmeyer |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
RESERVOIR MEDIA, INC. |
| |
|
|
| Date: |
March 6, 2026 |
By: |
/s/ Golnar Khosrowshahi |
| |
|
|
Name: Golnar Khosrowshahi |
| |
|
|
Title: Chief Executive Officer |
