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Stran & Company (Nasdaq: SWAGW) filed an 8-K to report substantial board composition changes effective June 17-20, 2025. Three directors — Travis McCourt (6/17), Ashley L. Marshall (6/18) and Alejandro Tani (6/18) — resigned without disagreement regarding the company’s operations or policies. To address the vacancies, the board on June 20 elected Mark Charles Adams and Sarah L. Cummins as independent directors.
The filing details their committee assignments and compensation:
- Adams named Audit Committee chair and member of the Nominating & Corporate Governance and Compensation Committees.
- Cummins named Nominating & Corporate Governance chair and member of the Audit and Compensation Committees.
- Each will receive $20,000 annual cash retainer plus $6,000 for chair duties, 9,449 restricted shares up-front, identical annual equity worth $12,000 thereafter, and options for 10,000 shares at a $1.27 strike.
Independent Director Agreements and standard Indemnification Agreements were executed on June 20, 2025 (Exhibits 10.1 & 10.2). A related press release (Exhibit 99.1) was furnished under Item 7.01 and is expressly not filed for Exchange Act liability purposes. Forward-looking statement cautionary language is included.
While two seats were refilled, one vacancy remains. No financial statements were presented, and the company indicated no disputes leading to the departures. Investors should note the heightened governance transition and new leadership of key oversight committees.