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RLOG > SEC Filings for RLOG > Form 8-K on 23-Apr-2013All Recent SEC Filings

Show all filings for RAND LOGISTICS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RAND LOGISTICS, INC.


23-Apr-2013

Change in Directors or Principal Officers, Other Events, Financial Statement


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 18, 2013, the board of directors (the "Board") of Rand Logistics, Inc. (the "Company") increased the number of directors of the Company from five to six directors in accordance with the Company's Second Amended and Restated By-Laws, and appointed John Binion as a Class II director of the Company to fill the vacancy created by such increase, with a term expiring at the Company's 2014 annual meeting of stockholders. The increase in the size of the Board and appointment of Mr. Binion were based on recommendations of the Corporate Governance/Nominating Committee of the Board.



ITEM 8.01. OTHER EVENTS.

Also on April 18, 2013, the Board established a lead independent director position (the "Lead Independent Director") and designated Michael D. Lundin to serve as Lead Independent Director. In his role as Lead Independent Director, Mr. Lundin will, among other responsibilities, preside at all Board meetings at which the Chairman of the Board is not present, including executive sessions of the independent directors, serve as a liaison between the Chairman of the Board and the independent directors, review and approve Board meeting agendas and serve as a point of contact for Company stockholders wishing to communicate with the Company's independent directors. Mr. Lundin has served as a director of the Company since 2008, is the chairman of the Company's Audit Committee and is a member of the Company's Compensation Committee and Corporate Governance/Nominating Committee.

In addition to base non-employee director compensation, Mr. Lundin will receive $20,000 annually for serving as Lead Independent Director, half of which will be paid in cash and half of which will be paid in the form of grants of restricted stock to be made at the end of each fiscal quarter.

On April 23, 2013, the Company issued a press release announcing the increase in the size of the Board, the appointment of Mr. Binion as a director, the creation of the position of Lead Independent Director and the designation of Mr. Lundin as Lead Independent Director. A copy of the press release is attached hereto as Exhibit 99.1.




ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

99.1 Press release, dated April 23, 2013.


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