(Edgar Glimpses Via Acquire Media NewsEdge)
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 18, 2012 the Board of CMG Holdings Group, Inc. (the "Company")
appointed Joseph Wagner as its Chief Operating Officer. Mr. Wagner is currently
the Chief Executive Officer of the Company's XA, The Experiential Agency, Inc.
("XA"), a top tier marketing agency serving a client roster of midsize luxury
and lifestyle clientele, as well as leading international and Fortune 100
companies such as, NBC Universal, Emirates Airlines, Diego, Heineken, NBA,
McDonalds, and Johnson & Johnson. As a results-driven, vertically integrated
agency platform, XA offers one-off services, such as, event creative concept and
design, production or event promotion, as well as turn-key events, such as, B2B
meetings, corporate roll-outs, road shows, award ceremonies, and product and
media launches, all with dynamic experiential environments. XA's engagement
focus is in: Mergers and acquisitions, capital campaigns, investor relations,
brand development, executive staff recruitment, public company audits and
Mr. Wagner previously served as a Managing Director of LSC Associates, LLC., a
corporate finance advisory firm with various client engagements, Director of
Operations for American International Homes, Ltd., an advanced building
technology firm specializing in large scale residential housing projects for
developing and third world countries, including Operation Ron Brown, an
international housing project in Abidjan, Cote d'Ivoire, West Africa, COO of
Verify and Protect, a security software company which develops data encryption
and user authentication solutions for securely transmitting data over insecure
wired and wireless networks through the application of its patent pending
next-generation data security technology which is faster, more secure and easier
to deploy and manage than existing Public Key based systems, President of
Masters Choice, Inc. a leading manufacturer and supplier of VOC compliant high
performance waterborne coatings with corporate clients including McDonalds,
Burger King, and various corporations and government entities and COO of FAMCO
Holding Company, a diversified holding company with a focus on building
technology company acquisitions including fiber reinforced light weight
concrete, architectural coatings and panelized home construction.
Mr. Wagner earned a B.A. from Purdue University, Highest Distinction, Phi Beta
Kappa, and an M.A. from Northern Illinois University.
The Company has not yet entered into a compensation arrangement with Mr. Wagner
for his new position as Chief Operating Officer and anticipates entering into a
new employment agreement in the near future.
As of December 18, 2012, the Company entered into Separation agreements with
James Ennis and Michael Vandetty pursuant to which each of Messrs. Ennis and
Vandetty (i) resigned each of their positions with the Company, (ii) agreed to
termination of their employment agreements, (iii) agreed to lockup provisions
with respect to their Company shares and shares of AudioEye, Inc. and (iv) each
received 45% of the stock of the Company's UsaveNJ, Inc. and UsaveNJ, Inc.
Item 8.01 Other Events.
As previously announced by the Company, AudioEye, Inc. ("AE"), has filed this
registration statement on Form S-1 to register shares of its common stock,
$0.00001 per share, which will be distributed on a pro rata basis to
shareholders of the Company. In connection with a Master Agreement dated as of
June 22, 2011, as amended, (the "Master Agreement") between the Company and
AudioEye Acquisition Corporation ("AEAC"), effective August 15, 2012, AEAC
received from the Company shares of the common stock of AE representing 80% of
the capital stock of AE. Under the Master Agreement, the Company is required to
distribute to its stockholders in the form of a dividend 5% of the outstanding
capital stock of AE.
The Company previously set a record date of October 26, 2012 for the dividend of
AE shares and on December 18, 2012 filed an amendment to the registration
statement on Form S-1 in which the dividend distribution is being registered. AE
is proceeding to complete the registration process so as to be able to issue the
dividend in the near future.