{"url_path":"/sec/brez/8-k/2026-05-15/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2095443/0001213900-26-057783-index.html","accession_number":"0001213900-26-057783","cik":"0002095443","ticker":"BREZ","issuer_name":"Breeze Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2095443/0001213900-26-057783-index.html","primary_entity_key":"0002095443","primary_entity_name":"Breeze Acquisition Corp. II"},"word_count":258,"has_tables":true,"body_markdown":"** **\n\n**Item 5.02. Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\nOn May 12, 2026, the effective\ndate of the Registration Statement, Charles M. Balch, Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed to the board\nof directors of the Company. The board of directors has determined that the directors are independent directors within the meaning of\napplicable SEC and Nasdaq rules. Effective upon their appointment, (i) Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed\nto the board’s audit committee, with Rick Baldwin serving as chair of the audit committee;\n(ii) Charles M. Balch, Rick Baldwin, and Michael J. Pine were appointed to the board’s compensation committee, with Michael J. Pine\nserving as chair of the compensation committee; and (iii) Charles M. Balch, Michael J. Pine, and Anthony Przybyslawski were appointed\nto the board’s nominating and corporate governance committee, with Anthony Przybyslawski\nserving as chair of the nominating and corporate governance committee.\n\n \n\nIn connection with their appointments\nto the board of directors, each director and the Company’s then-serving director, J. Douglas Ramsey, and the Company’s Vice\nPresident and Corporate Controller, Richard Cabell, entered into indemnity agreements with the Company, a form of which is attached as\nExhibit 10.6 hereto.\n\n \n\nOther than the foregoing,\nnone of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors,\nnor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company."}