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 (Date of Earliest Event Reported): February 16, 2017

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	94538
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 250-8888

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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b) As described in Item 5.02(c) below, Steven Finney ceased to serve as the Identiv, Inc. (the “Company”) interim-Chief Financial Officer, in connection with the appointment of Sandra Wallach.

(c) On February 16, 2017 (the “Transition Date”), the Board of Directors (the “Board”) of the Company appointed Sandra Wallach, age 52, as the Chief Financial Officer of the Company, replacing Mr. Finney who had been serving as interim-Chief Financial Officer. Pursuant to an offer letter (the “Wallach Agreement”), Ms. Wallach will receive an annual base salary of $265,000; and, subject to the Board’s approval, will be eligible to receive 90,000 restricted stock units, which would vest over four years with 25% vesting on the first anniversary and the remaining 75% vesting quarterly over 12 quarters.

Pursuant to the Wallach Agreement, Ms. Wallach is also entitled to severance benefits. If she is terminated without Cause (as defined in such Agreement), she is entitled to 3 months of her base salary and benefits. Ms. Wallach also entered into the Company’s standard form indemnification agreement.

As an employee, Ms. Wallach is also eligible to participate in the Company’s employee benefits plans.

Prior to joining Identiv, Ms. Wallach was the VP Finance for MiaSole, a thin film solar technology Company, where she was responsible for all aspects of accounting, insurance, valuations, treasury, audit and financial planning and analysis as well as CFO for subsidiary Global Solar. Prior to that, she served as CFO of San Francisco based UBM Tech, a wholly owned subsidiary of UBM LLC, and VP Finance at Juniper Networks (from 2008-2011) as well as holding different Financial management positions with Intuit (2003-2007). Before joining Intuit, Ms. Wallach served as CFO of General Electric’s (GE) Industrial Systems, Drives & Controls division. Previously she held a range of financial and management positions at General Electric since joining GE in 1986. Ms. Wallach holds a B.A. in Economics and Public Policy from the University of California at Berkeley. She is a certified Six Sigma Master Black Belt (GE), certified in Change Management (DMAIC, DFSS) and has been nominated to serve as Corporate leader in Diversity, on Women’s Networks and in Community Service.

Ms. Wallach has no family relationships with any of the Company’s directors or executive officers, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The preceding description of the Wallach Agreement is qualified in its entirety by reference to such agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The Board’s appointment of a new Chief Financial Officer is also described in the Press Released, attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibit No.	Description
10.1#	Offer Letter between Identiv, Inc. and Sandra Wallach.
99.1	Press Release issued by Identiv, Inc. dated February 16, 2017.

# Management contract or compensatory arrangement.

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.
February 17, 2017	By:	/s/ Steven Humphreys
		Steven Humphreys
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1#	Offer Letter between Identiv, Inc. and Sandra Wallach.
99.1	Press Release issued by Identiv, Inc. dated February 16, 2017.

# Management contract or compensatory arrangement.

EX-10.1

Exhibit 10.1

January 19, 2017

Sandra Wallach

Dear Sandra:

I am pleased to invite you to join the leadership team of Identiv, Inc. (the “Company”), with an anticipated start date of February 15, 2017 (your actual start date hereinafter the “Effective Date”). This offer letter sets forth the terms and conditions of your prospective employment with the Company. Your job title will be Chief Financial Officer, and you will have duties and authority consistent with your position. You will report to the Chief Executive Officer and the Audit Committee of the Company’s Board of Directors (the “Board”). You agree that, during your service at the Company, you shall not engage in any other employment, consulting or other business which conflicts with or may reasonably be seen to interfere with the full performance of your duties to the Company without the prior written consent of the Board.

Compensation; Benefits

You will receive an initial base salary of $265,000 annualized, paid in accordance with the Company’s standard payroll procedures. Your compensation will be subject to periodic review and adjustment in accordance with Company practices.

All compensation will be subject to authorized payroll deductions and required tax withholdings. All compensation due hereunder is intended to be exempt from or compliant with Section 409A of the Internal Revenue Code, and all provisions hereof are to be interpreted and administered in a manner consistent with this intent. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. Any compensation paid pursuant to this letter agreement that is subject to recovery under any applicable law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required.

The Company shall promptly reimburse you for the ordinary and necessary business expenses you incur in the performance of your duties, provided that such expenses are incurred and accounted for in accordance with the Company’s reimbursement policy. You will be eligible to participate in the employee benefit plans and paid vacation programs made available by the Company to its senior executives from time to time.

Incentive Equity Award

Subject to Board approval, you will be granted 90,000 restricted stock units (the “RSUs”) under the Company’s 2011 Incentive Compensation Plan (the “Plan”). Subject to your continued employment, the RSUs will vest over four years beginning on the Effective Date, with 25% of the RSUs vesting on the first anniversary of the Effective Date and the remaining RSUs vesting in equal quarterly installments for 12 quarters following the first anniversary of the Effective Date. The RSUs will be governed by the terms of the Plan and a forthcoming award agreement.

Termination of Employment

Your employment with the Company is “at-will.” This means that either you or the Company can terminate the employment relationship at any time and for any reason, with or without cause or prior notice.

Upon any termination of employment for any reason, you will be entitled to payment of all earned but unpaid base salary and unused paid vacation accrued as of the effective date of termination consistent with California law, as well as payment of any authorized but unreimbursed business expenses no later than thirty (30) days following the effective date of termination. You will also be entitled to continuation of any employee benefits as required by applicable law, including COBRA. Except as provided below, you will not be entitled to any additional termination compensation or benefits hereunder.

If the Company terminates your employment without Cause (as defined below) and you provide an Enforceable Release (as defined below), then you will be entitled to:

(i) three (3) months continued payment of your then-current base salary (subject to applicable deductions and required tax withholdings) in accordance with the Company’s standard payroll procedures, but with the first installment delayed to the first pay period after the Enforceable Release and such first installment to be inclusive of any amounts otherwise payable while the Enforceable Release is pending; and

(ii) Benefits Continuation (as defined below) for three (3) months beginning in the month after your last day of employment.

Termination of Employment- Defined Terms

For purposes of this letter agreement, “Benefits Continuation” is defined as Company reimbursement of the COBRA premiums for continuation of the Company group health plan coverage for yourself and your eligible dependents that was in effect as of the date of your termination; provided, however, that such reimbursement shall terminate if and to the extent you become eligible to receive group health coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company). Notwithstanding the foregoing, if reimbursement of COBRA premiums hereunder would violate the Patient Protection and Affordable Care Act of 2010, the parties agree to reform this as necessary to comply with said law and the regulations issued thereunder.

For purposes of this letter agreement, a termination of your employment will be for “Cause” if you are terminated for any one or more of the following events, as determined in good faith by the Board: (i) your commission of a criminal offence involving moral turpitude; (ii) your commission of any act of dishonesty either intended to injure the Company or otherwise having a material detrimental effect on the Company; (iii) in carrying out your duties hereunder (A) gross negligence, (B) willful misconduct or (C) failure to comply with a legal directive of the Board or your direct report that is not cured within thirty

(30) days after written notice of such breach; or (iv) your breach of any material provision of this letter agreement, any material Company policy or your Nondisclosure, Proprietary Information Agreement and Inventions Assignment.

For purposes of this letter agreement, an “Enforceable Release” is defined as an executed release of claims in a form satisfactory to the Company that is irrevocable within sixty (60) days after your termination of employment, or such shorter period as the Company may require.

Company Policies

In the performance of your duties, you shall comply with all applicable laws, rules and regulations as well as all Company rules, procedures, policies, requirements and directions. Like all Company employees, as a condition of your employment with the Company, you will be required to sign and to be bound by the terms of the Company’s Nondisclosure, Proprietary Information Agreement and Inventions Assignment, a copy of which is attached to this letter.

2

You understand and agree that by entering into this letter agreement, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter agreement or the Company’s policies.

Integration; Modification; Severability; Disputes

This letter agreement, your Proprietary Information Agreement, the Indemnification Agreement to be entered into by the Company and you in your capacity as Chief Financial Officer, and any written Company plans and policies that are referenced in this letter agreement, as such plans and policies may be amended by the Company from time to time, set forth the terms of your employment with the Company on and after the Effective Date, and supersede and replace any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company. No waiver, alteration, or modification, if any, of the provisions of this agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.

This letter agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. This letter agreement shall be governed by California law as applied to contracts executed and to perform entirely in California. If any clause or provision of this letter agreement is found to be invalid or unenforceable, such clause or provision shall be construed and enforced as if it had been more narrowly drawn so as not to be invalid or unenforceable, and such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this letter agreement.

To ensure the rapid and economical resolution of disputes that may arise in connection with your employment, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this letter agreement, your employment, or the termination of your employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in California conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or its successor, under the then applicable rules of JAMS. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The Company shall pay all JAMS’ arbitration fees in excess of those administrative fees you would be required to pay if the dispute were decided in a court of law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration. Notwithstanding the provisions of this paragraph, any claims by either party arising under the Proprietary Information Agreement or involving trade secrets shall be resolved through the courts and not through the arbitration procedure described above.

3

This offer is contingent upon satisfactory results of the background checks you have authorized us to conduct, and upon proof of your eligibility for employment in the United States. This offer is only valid through February 15, 2017. You may indicate your acceptance of this offer by signing the acknowledgment below and returning it to me.

4

EX-99.1

Exhibit 99.1

IDENTIV APPOINTS SANDRA WALLACH AS CHIEF FINANCIAL OFFICER

FREMONT, Calif., February 16, 2017 —Identiv, Inc. (NASDAQ: INVE) today announced that effective February 16, 2017, Sandra Wallach has been appointed Chief Financial Officer (CFO) of Identiv. She will be responsible for all accounting and finance functions at the Company. In the role, Sandra Wallach follows Steven Finney, who has been serving as Interim CFO since November 2015.

“Sandra’s strong operational experience as a CFO and finance leader make her a great addition to the Identiv team. Having implemented the business realignment and re-established growth in our core business, our mission is to accelerate our drive to market leadership. Highly experienced financial leadership with proven strengths in team building and support of metric-driven business results is critical to Identiv’s progress. Her appointment supports our financial strategy, growth initiatives and ongoing business optimization, and we believe that her leadership will benefit Identiv and our stockholders,” said James Ousley, Chairman of Identiv’s Board of Directors and Chair of the Audit Committee.

“We’re excited to welcome Sandra to our team. Her background in defining and implementing best in class business and organizational processes, while operating lean and efficiently throughout growth cycles, are ideally aligned with the business we’re building. She brings deep experience with companies our size and beyond to maintain our financial credibility, transparency, and reliability, even as we expand. Her technical skills, organizational leadership, integrity, and drive to succeed are core elements to enable the rest of our team to focus on execution and achieving the full potential of our business opportunity,” said Steven Humphreys, Identiv Chief Executive Officer.

“I’m excited by the opportunity to be working with Steve and the Identiv team,” said Sandra Wallach, Identiv Chief Financial Officer. “The market for security technology is more dynamic than ever, and I am looking forward to making the finance function a key differentiator in supporting the company to take advantage of the market opportunity in front of us.”

Prior to joining Identiv, Ms. Wallach was the VP Finance for MiaSole, a thin film solar technology company, where she was responsible for all aspects of accounting, insurance, valuations, treasury, audit, and financial planning and analysis, as well as CFO for subsidiary Global Solar. Prior to that, she served as CFO of San Francisco-based UBM Tech, a wholly owned subsidiary of UBM LLC, and VP Finance at Juniper Networks (from 2008—2011) as well as holding different financial management positions with Intuit (2003—2007). Before joining Intuit, Ms. Wallach served as CFO of General Electric’s (GE) Industrial Systems, Drives & Controls division. Previously, she held a range of financial and management positions since joining GE in 1986. Ms. Wallach holds a B.A. in Economics and Public Policy from the University of California at Berkeley. She is a certified Six Sigma Master Black Belt (GE), certified in Change Management (DMAIC, DFSS), and has been nominated to serve as Corporate Leader in Diversity, on Women’s Networks, and in Community Service.

Sandra Wallach takes over the role from Steven Finney, who has served as the Company’s Interim CFO since November 18, 2015. Mr. Finney will support the transition and has agreed to be available during the year-end audit.

“At the same time, I want to take the opportunity to sincerely thank Steve for his dedication and contribution in multiple Finance roles at Identiv, especially as Interim CFO,” added Mr. Humphreys. “Steve has played a pivotal leadership role in turning around the Company to refocus on the core business, streamlining the Company’s operating structure, regaining financial compliance, re-financing our debt, and supporting the team through extremely challenging times. His positive impact is underscored by the return to positive adjusted EBITDA in the third quarter of 2016.”

###

About Identiv

Identiv, Inc. is a global provider of 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.

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 “looking forward”, “believes”, “will”, and similar references to the future. Any statement that is not a historical fact, including the statements regarding the Company’s expectations regarding future operating and financial performance, the benefits of the Company’s products, the Company’s beliefs regarding the strength of its business and that of the industry, market positioning and opportunity, growth in market share, and the Company’s beliefs regarding the impact of its management team, is a forward-looking statement. Forward-looking statements are only predictions and are subject to several 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 completion of the financial close process and audit of the Company’s financial statements, the

Company’s ability to continue the momentum in its business, the level of customer orders, the success of its dealer channels, the strength of the IoT market, 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.

Investor Relations Contact:

IR@identiv.com

Media Contact:

press@identiv.com