Agassi Sports Entertainment Corp.: appoints director, adopts clawback policy

What happened

• The filing states that on Oct 22, 2026 the board increased the number of directors to 3 and appointed Clive G. Brookes as a member of the board and as chairman of the newly formed audit committee, nominating and corporate governance committee and compensation committee. The board determined Mr. Brookes was "independent" under Nasdaq rules and Rule 10A-3(b)(1).
• The filing states that on or around Oct 23, 2026 the company entered into indemnification agreements with each director and officer, and that on Oct 22, 2026 the board approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the "Clawback Policy") to comply with the final clawback rules under Section 10D and Rule 10D-1 and Nasdaq Listing Rule 5608.

Key details

• Clive G. Brookes, age 72, has more than 25 years of experience in Canadian capital markets and public company management and holds a Bachelor of Commerce from the University of British Columbia. The filing lists multiple current and prior public company roles.
• Mr. Brookes will be entitled to receive compensation as approved by the board and may participate in the company's equity incentive plans; the company currently has no fixed director compensation.
• The indemnification agreements (filed as Exhibit 10.1) provide advancement of reasonable expenses, indemnification to the fullest extent permitted by law, and include typical exclusions and repayment obligations; they are governed by Nevada law.
• The Clawback Policy (filed as Exhibit 99.4) requires mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers for amounts received in the lookback period of the 3 completed fiscal years preceding the date the company is required to prepare an accounting restatement, regardless of misconduct.

Why it may matter

• The filing reports Item 5.02 (director appointment), Item 5.05 (adoption of the company's Code of Ethical Business Conduct as described in other sections), and Item 8.01 (other events describing the indemnification agreements and the Clawback Policy). The filing describes the actions taken, the effective dates and the key terms of the indemnification agreements and the Clawback Policy. This filing does not explain why the insider traded or why the company acted.