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CRMB > SEC Filings for CRMB > Form 8-K on 6-Nov-2012All Recent SEC Filings

Show all filings for CRUMBS BAKE SHOP, INC.



Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2012, Andrew J. Moger notified the board of directors of Crumbs Bake Shop, Inc. (the "Company") that he was resigning from the board effective November 5, 2012. In connection with his resignation and to thank him for his service to the Company, the board's Compensation Committee accelerated the vesting of 8,000 shares of restricted stock with voting rights held by Mr. Moger, which were granted pursuant to the Company's Equity Compensation Plan (the "Plan"). The acceleration is permitted under the terms of the Plan.

Mr. Moger's resignation was not due to a disagreement with the Company on any matter relating to its operations, policies or practices. Since June 2011, Mr. Moger has served on the Audit Committee of the Company's board of directors pursuant to a limited exception provided by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, to the audit committee independent standards of The NASDAQ Stock Market Rules. Under this exception, Mr. Moger was permitted to serve on the Audit Committee for no more than two years, or June 2013, unless he earlier satisfied the independence standards. Because of this limitation, the Nominating and Governance Committee (the "Nominating Committee") of the Company's board of directors has been in search of a qualified independent director candidate who could replace Mr. Moger on the Audit Committee. As discussed below, the Nominating Committee has identified such a candidate, and Mr. Moger's resignation was, in part, driven by his desire to allow this candidate to take his place.

On November 5, 2012, upon the recommendation of the Nominating Committee, the Company's board of directors elected Kirk A. Rose to serve as a director of the Company until the next annual meeting of stockholders and until his successor is duly appointed and qualified. Concurrently with his election, the board of directors appointed Mr. Rose to its Audit Committee. Mr. Rose will be entitled to receive those director's fees to which other non-employee directors of the Company are entitled to receive, as disclosed in the Company's most recent definitive proxy statement filed with the Securities and Exchange Commission (the "SEC"). Mr. Rose was not selected as a director pursuant to any arrangement or understanding between him and any other person. Mr. Rose has not been a party to any transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of the SEC's Regulation S-K, and no such transaction is currently proposed.

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