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CURRENT REPORT
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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.
On February 22, 2022, the Board of Directors (the “Board”) of Wayside Technology Group, Inc. (the “Company”), appointed Greg Scorziello as a director of the Company based on the recommendation of the Nominating and Corporate Governance Committee of the Board. Mr. Scorziello has been appointed as a member of the Nominating and Corporate Governance, and Risk and Security Committees.
As compensation for his service on the Board, Mr. Scorziello will receive the Company’s standard compensation for non-employee directors. There are no arrangements or understandings between Mr. Scorziello and any other persons pursuant to which Mr. Scorziello was named a director of the Company. There are no arrangements or understandings between Mr. Scorziello and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, Mr. Scorziello will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 filed with the Securities and Exchange Commission on May 5, 2017. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Mr. Scorziello for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our directors.
Item 7.01 Regulation FD Disclosure.
On February 22, 2022, the Company issued a press release announcing the appointment of Mr. Scorziello as a director of the Company. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 104 | Press release issued by Wayside Technology Group, Inc. dated February 22, 2022. Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURE
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.
WAYSIDE TECHNOLOGY GROUP, INC. | |||
Date: February 22, 2022 | By: | /s/ Andrew Clark | |
Name: | Andrew Clark | ||
Title: | Chief Financial Officer | ||
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