PCT Ltd.

10/29/2024 | Press release | Distributed by Public on 10/29/2024 11:22

Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officer.

(b) Resignation of Executive Officer

On October 24, 2024, Gary J. Grieco stepped down from his position as Chairman of the Board and Chief Executive Officer of the Registrant. Mr. Grieco will remain as CEO of the Registrant's wholly owned subsidiary, 21st Century Energy Solutions, Inc.

(c) Resignation of Directors

On October 24, 2024, Greg W. Albers and Paul Branagan, Directors on the Registrant's Board of Directors, resigned their positions.

(d) Appointment of Executive Officer

Concurrent with Mr. Grieco stepping down from the position of Chairman of the Board and Chief Executive Officer, the Registrant appointed Arthur E. Abraham, its current CFO of the Registrant and President & CFO of PCT Corporation as the Registrant's new Chairman of the Board and Chief Executive Officer of the Registrant.

(e) Election of New Directors

A new Board of Directors will be appointed soon.

(f) Transfer of Series B Preferred Stock

Series B Preferred stock is hereby transferred from Gary J. Grieco to Arthur E. Abraham.

Transfer from/to Name Affiliation with the Company# of Voting Shares
Gary J. Grieco (from) Chairman of the Board and CEO500,000,000
Arthur E. Abraham (to) Chairman of the Board and CEO500,000,000

Pursuant to the Registrant's existing Bylaws and the NRS, the holders of the issued and outstanding shares of Common Stock representing a majority of our voting power may approve and authorize the Actions by written consent as if such Actions were undertaken at a duly called and held meeting of stockholders. To significantly reduce the costs and management time involved in soliciting and obtaining proxies to approve the Actions, and to effectuate the Actions as early as possible, the Board elected to utilize, and did in fact obtain, the written consent of the voting stockholders. The written consent satisfies the stockholder approval requirement for the Actions. Accordingly, under the NRS and the Bylaws, no other approval by the Board or stockholders of the Registrant is required to affect the Actions.