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CEDC > SEC Filings for CEDC > Form 8-K on 5-Feb-2013All Recent SEC Filings




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.

Appointment of Joseph J. Farnan, Jr. to Board of Directors

The Board of Directors of Central European Distribution Corporation ("CEDC") announced that, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors unanimously appointed the Honorable Joseph J. Farnan, Jr. to the Board of Directors of CEDC effective as of February 4, 2013. Mr. Farnan will be named to the Board of Directors' Compensation Committee and Audit Committee.

Mr. Farnan is currently engaged in the private practice of law with Farnan LLP. He served as a United States District Judge for the District of Delaware from 1985 to 2010 and as Chief Judge from 1997 to 2001.

In connection with his appointment to the Board of Directors, Mr. Farnan will be eligible to receive equity awards pursuant to CEDC's 2007 Stock Incentive Plan, including an annual equity award of $100,000, and annual fees for service as a director in the amount of $75,000 and as a member of the Audit Committee and Compensation Committee in the amount of $10,000 for service on each committee. CEDC intends to enter into with Mr. Farnan the form of Indemnification Agreement that was filed as Exhibit 10.1 to CEDC's current report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2011.

Departure of Robert Koch from Board of Directors

On February 4, 2013, Robert Koch notified the Board of Directors of CEDC of his resignation from the Board effective immediately. Mr. Koch served as an independent director of CEDC since February 2004 and at the time of his resignation was a member of the Board's Compensation Committee and Nominating and Corporate Governance Committee.

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