E2open Parent Holdings, Inc. appointed new CEO

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


Directors and Executive Officers


Information with respect to the Company's directors and executive officers immediately after the Closing is set forth in the Proxy Statement in the section entitled "Management of the Company After the Business Combination" beginning on page 320 of the Proxy Statement/Prospectus, which is incorporated herein by reference.


On February 2, 2021, each of Chinh E. Chu, Eva F. Huston, Stephen C. Daffron, Ryan M. Hinkle, Timothy I. Maudlin and Michael A. Farlekas was elected by CCNB1 stockholders to serve as a director of the Company effective upon consummation of the Business Combination. Eva F. Huston and Stephen C. Daffron were elected to serve as Class I directors with a term expiring at the Company's annual meeting of stockholders in 2021. Ryan M. Hinkle and Timothy I. Maudlin were elected to serve as Class II directors with a term expiring at the Company's annual meeting of stockholders in 2022. Chinh E. Chu and Michael A. Farlekas were elected to serve as Class III directors with a term expiring at the Company's annual meeting of stockholders in 2023. The size of the board of directors is six members. Biographical information for these individuals is set forth in the Proxy Statement in the section entitled "Management of the Company After the Business Combination" beginning on page 320 of the Proxy Statement/Prospectus, which is incorporated herein by reference.


The Committees of the Board of Directors


The board of directors appointed Timothy I. Maudlin and Eva F. Huston to serve on the Audit Committee, with Timothy I. Maudlin serving as its Chairman. The board of directors appointed Chinh E. Chu, Ryan M. Hinkle and Eva F. Huston to serve on the Compensation Committee, with Chinh E. Chu serving as its Chairman. The board of directors appointed Stephen C. Daffron, Ryan M. Hinkle and Timothy I. Maudlin to serve on the Nominating and Governance Committee, with Stephen C. Daffron as its Chairman. Information with respect to the Company's Audit Committee, Compensation Committee and Nominating and Governance Committee is set forth in the Proxy Statement in the section entitled "Management of the Company After the Business Combination-Committee Appointments" beginning on page 323 of the Proxy Statement/Prospectus, which is incorporated herein by reference.


In connection with the consummation of the Business Combination, on February 4, 2021 Michael A. Farlekas was appointed to serve as the President & Chief Executive Officer, Peter R. Hantman was appointed to serve as Chief Operating Officer & Executive Vice President, Global Business Units, Jarett J. Janik was appointed to serve as Chief Financial Officer, Deepa L. Kurian was appointed to serve as Chief Accounting Officer, Laura L. Fese was appointed to serve as Executive Vice President, General Counsel & Secretary and Pawan Joshi was appointed as Executive Vice President, Product Management & Strategy. The biographical information set forth in the Proxy Statement/Prospectus in the section entitled "Management of the Company After the Business Combination" beginning on page 320 of the Proxy Statement/Prospectus, is incorporated herein by reference.


In connection with the Closing, on February 4, 2021 each executive officer of CCNB1 immediately prior to the Closing resigned from his or her respective position as an executive officer of the post-combination company.


2021 Omnibus Equity Incentive Plan


At the extraordinary general meeting held on February 2, 2021, CCNB1 shareholders considered and approved the E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (the "EIP") and reserved 15,000,000 shares of Class A common stock for issuance thereunder. The EIP was approved by the board of directors of the Company, and became effective, on February 4, 2021. A summary of the material terms of the EIP is set forth in the Proxy Statement/Prospectus in the section titled "Shareholder Proposal 3: The Equity Incentive Plan Proposal." That summary and the foregoing description are qualified in their entirety by reference to the text of the EIP, which is filed as Exhibit 10.8 hereto and incorporated herein by reference.


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Executive Severance Plan


On February 4, 2021, the Company adopted a new Executive Severance Plan for the benefit of the Company's Chief Executive Officer and each of his direct reports. Pursuant to the severance plan, upon a qualifying termination of employment (which includes a termination of employment by the Company without "cause" or following a resignation for "good reason" (each, as defined in the plan)), subject to the execution of a release of claims against the Company and its affiliates, the participant would be eligible to receive severance equal to (i) a lump sum payment equal to one-times the participant's base salary and target bonus opportunity, (ii) a pro-rata bonus for the year in which the termination occurs, determined based on actual performance following the end of the applicable performance period and paid at such time as all other bonus participants, and (iii) reimbursement for a portion of the participant's COBRA continuation coverage premiums for a period of up to 18 months. If the qualifying termination occurs following a change in control of the Company, the severance payments will be equal to (i) a lump sum payment equal to two-times the participant's base salary and target bonus opportunity, (ii) a pro-rata bonus for the year in which the termination occurs, determined based on actual performance following the end of the applicable performance period and paid at such time as all other bonus participants, and (iii) reimbursement for a portion of the participant's COBRA continuation coverage premiums for a period of up to 18 months. Payment of the severance benefits is generally subject to the participant's agreement to be subject to a covenant not to compete with the Company or solicit its employees and customers for a period of 12 months following a termination of employment.


This summary is qualified in its entirety by reference to the text of the Executive Severance Plan, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K For the fiscal year ending February 28, 2021 and is incorporated herein by reference.


The information set forth in this Current Report on Form 8-K under Item 2.01 is incorporated in this Item 5.02 by reference.