Miami International Holdings Inc.
03/26/2026 | Press release | Distributed by Public on 03/26/2026 14:45
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On March 24, 2026, Lee Becker informed the board of directors (the "Board") of Miami International Holdings, Inc. (the "Company") that he does not intend to stand for reelection at the 2026 Annual Meeting of Shareholders (the "Annual Meeting"). Mr. Becker's decision not to stand for reelection was not the result of any disagreement with the Company's operations, policies or practices. Mr. Becker will remain a member of the Board until the Annual Meeting, at which time his current term will expire.
The Board thanked Mr. Becker for his service and contributions to the Company.
(d) Also on March 24, 2026, the Board of the Company, upon recommendation from the Nominating and Corporate Governance Committee of the Board, elected Jill E. Sommers as a director to the Board to fill an existing vacancy, effective as of March 25, 2026, until the Annual Meeting of Stockholders to be held in 2026 or until her successor has been duly elected and qualified or until her earlier death, resignation or removal. Ms. Sommers has not been appointed to serve on any committees of the Board.
Ms. Sommers will be compensated in the same manner as the Company's other non-employee directors. Ms. Sommers has no family relationships with any of the Company's directors or executive officers. There are no transactions and no proposed transactions between Ms. Sommers and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Sommers and any other persons pursuant to which she was elected as a director.
Ms. Sommers has entered into an indemnification agreement with the Company, a form of which was filed as Exhibit 10.19 to the Company's Registration Statement on Form S-1 filed with the SEC on July 18, 2025. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Ms. Sommers for some expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as a director of the Company.
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