8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: June 28, 2016

(Date of Earliest Event Reported)

Identiv, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-29440	77-0444317
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2201 Walnut Avenue, Suite 100, Fremont, California 94538

(Address of principal executive offices, including zip code)

(949) 250-8888

(Registrant’s telephone number, including area code)

N/A

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)

Effective June 28, 2016, the Board of Directors (the “Board”) of Identiv, Inc. (the “Company”) appointed Nina B. Shapiro as a director. Ms. Shapiro’s appointment was made upon the recommendation of the Nominating Committee of the Board. Ms. Shapiro will serve as a Class I director with a term expiring at the Company’s 2017 Annual Meeting of Stockholders. Ms. Shapiro was also appointed to the Audit and Compensation Committees of the Board.

Ms. Shapiro has served on a variety of boards and advisory committees since retiring from the World Bank in 2011, where she most recently served on the group pension board and was the Vice President of Finance and the Treasurer of the International Finance Corporation. Ms. Shapiro has served on the boards of Mountain Partners AG, a German-Swiss investment group since June 2015, Man Group, an investment manager that is a member of the FTSE 250 Index, since October 2011, and Zyfin Research Pvt. Ltd., an originator of ETFs for emerging markets, since March 2013. She has also served on the advisory boards or councils of New Silk Route, a private equity fund focused on India and South Asia since September of 2012, and the Zurich Insurance Group since June 2013. Between September 2011 and March 2015 she served on the board of African Minerals Ltd., a mining company. In 2010, Nina Shapiro received the Euroweek Lifetime Achievement Award for her contributions to the capital markets. Nina Shapiro holds an MBA from Harvard Business School, an MRP from the Harvard Graduate School of Design and a BA from Smith College. Ms. Shapiro brings to the Company’s Board over 30 years of broad global experience in international finance and business development, along with extensive working experience with senior government and banking officials and international board experience.

In connection with her appointment, Ms. Shapiro will be entitled to receive the same cash and equity compensation paid by the Company to each of its non-employee directors, as described in the Company’s proxy statement for its 2016 Annual Meeting of Stockholders filed on April 11, 2016.

(b)

Effective June 29, 2016, Mr. Wenzel resigned as a director of the Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated June 30, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Identiv, Inc.
June 30, 2016	By:	/s/ Steven Finney
		Steven Finney
		Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 30, 2016.

EX-99.1

Exhibit 99.1

IDENTIV APPOINTS NINA B. SHAPIRO TO BOARD OF DIRECTORS

FREMONT, Calif., June 30, 2016 — Identiv, Inc. (NASDAQ: INVE) today announced changes to its Board of Directors. Nina B. Shapiro has joined Identiv’s Board effective as of June 28, 2016 as a Class I Director.

Ms. Shapiro has over 30 years of global experience in international finance and business development, including senior leadership and operating positions at the World Bank and its private sector arm, the International Finance Corporation (IFC), where she served as Vice President Finance and Treasurer. She has worked extensively with senior government and banking officials to open domestic markets such as China, Brazil, and the UAE. In 2010, she received the Euroweek Lifetime Achievement Award for her contributions to global capital markets. Ms. Shapiro currently serves in Board and Advisory positions for several international asset management and investment funds. Ms. Shapiro holds an MBA from Harvard Business School.

“Nina has substantial expertise and we are delighted that she is joining Identiv’s Board of Directors,” said Jim Ousley, Chairman of the Board of Identiv. “We look forward to benefiting from Nina’s wealth of experience in finance operations and building strategic networks, as well as her insights from working closely with regulators and governments and serving on company boards.”

“I’m excited to be joining the Identiv Board and working with this exceptional team,” said Ms. Shapiro. “Identiv is showing strong leadership in the secure access solutions and infrastructure markets, enabling access with government-grade security. I look forward to contributing my experience and network to Identiv’s strength and growth in the coming years.”

Effective June 29, 2016, Daniel Wenzel retired from the Board. Mr. Wenzel has served on the Board since 2010.

“I would also like to thank Daniel Wenzel for his years of service on the Board, during which he has been a key contributor, tireless advocate, and challenging driver of Identiv’s development through some of the company’s most dynamic times,” added Mr. Ousley.

Note Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations as well as the current beliefs and assumptions of the Company’s management and can be identified by words such as “look forward”, and similar references to the future. Any statement that is not a historical fact, including the statements regarding the Company’s expectations regarding the benefits or contributions of any director, is a forward-looking statement. Forward-looking statements are only predictions and are subject to a number of risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the actual impact of the restructuring on the Company’s business, the Company’s ability to perform to expected sales and adjusted EBITDA expectations, the level of customer orders, the success of its dealer channels, and factors discussed in our public reports, including our Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent reports filed with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information available to us on the date hereof, and we assume no obligation to update such statements.

About Identiv

Identiv, Inc. is the leading global player in physical security and secure identification. Identiv’s products, software, systems, and services address the markets for physical and logical access control and a wide range of RFID-enabled applications. Customers in the government, enterprise, consumer, education, healthcare, and transportation sectors rely on Identiv’s access and identification solutions. Identiv’s mission is to secure the connected physical world: from perimeter to desktop access, and from the world of physical things to the Internet of Everything. Identiv is a publicly traded company and its common stock is listed on the NASDAQ Capital Market in the U.S. under the symbol “INVE”. For more information, visit identiv.com.

Investor Relations Contact:

IR@identiv.com

Media Contact:

press@identiv.com