UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 11, 2023
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On January 11, 2023, Sharda Cherwoo, a Class III director of Doma Holdings, Inc. (the “Company”), notified the Company that she will resign from the Company’s Board of Directors (the “Board”) effective immediately. Ms. Cherwoo’s decision to resign from the Board is solely for personal reasons and is not the result of any disagreement with the Company’s operations, policies or procedures, or any disagreements in respect of accounting principles, financial statement disclosure, or any issue impacting on the Audit & Risk Committee of the Board (the committee on which she served) (the "Cherwoo Resignation").
On January 11, 2023, Karen Richardson, a Class II director of the Company, notified the Company that she will resign from the Board effective immediately. Ms. Richardson’s decision to resign from the Board is solely for personal reasons and is not the result of any disagreement with the Company’s operations, policies or procedures, or any disagreements in respect of accounting principles, financial statement disclosure, or any issue impacting on either the Audit & Risk Committee of the Board or the Nominating and Corporate Governance Committee of the Board (the committees on which she served) (the "Richardson Resignation").
On January 11, 2023, Mark D. Ein, a Class III director of the Company, notified the Company that he will resign from the Board effective immediately. Mr. Ein’s decision to resign from the Board is solely for personal reasons and time considerations (the "Ein Resignation"). Mr. Ein will become a Board observer.
In connection with the resignations, the Board, effective January13, 2023, adopted a resolution approving the following: (i) in light of the Richardson Resignation, the number of Class II directors of the Company decreased from three directors to two directors; (ii)(a) in light of the Cherwoo Resignation, the number of Class III directors of the Company decreased from four directors to three directors and (b) in light of the Ein Resignation, the number of Class III directors of the Company further decreased from three directors to two directors; (iii) in light of the Cherwoo, Ein and Richardson Resignations, the size of the Board decreased from ten directors to seven directors; (iv) in light of the Cherwoo and Richardson Resignations, Matthew E. Zames, the Company’s current independent Board Chairman, was appointed as a member of the Company’s Audit & Risk Committee in replacement of Ms. Cherwoo and Maxine Williams, a current independent director, was appointed as a member of the Company’s Audit & Risk Committee in replacement of Ms. Richardson; and (v) in light of the Richardson Resignation, the Board amended and restated the Charter of the Board’s Nominating and Corporate Governance Committee setting the minimum number of independent directors comprising such committee at two directors, with such committee continuing to be comprised of current members, and independent directors, Matthew E. Zames and Lawrence Summers, Ph.D.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 18, 2023
| By: | /s/ Eric Watson | |||||||
| Name: | Eric Watson | |||||||
| Title: | General Counsel & Secretary | |||||||
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