UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 4, 2023, the board of directors (the “Board”) of Lantronix, Inc. (the “Company”) approved an increase in the size of the Board from five to six members, and appointed Philip G. Brace as a non-employee director to fill the vacancy created by the increase in the size of the Board, with such appointment effective as of August 8, 2023. The Board has determined that Mr. Brace qualifies as “independent” in accordance with the published listing requirements of the Nasdaq Stock Market. Mr. Brace has not been appointed to any Board committees at this time. There is no arrangement or understanding pursuant to which Mr. Brace was appointed as a director, and there are no related party transactions between the Company and Mr. Brace that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Brace will be compensated for his services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in Exhibit 10.32 to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on August 29, 2022. Pursuant to these arrangements, Mr. Brace will be granted 4,186 restricted stock units (“RSUs”) with a grant date of August 8, 2023 under the Company’s 2020 Performance Incentive Plan, which will vest 100% on November 8, 2023, the first anniversary of the Company’s 2022 annual meeting of stockholders. This RSU grant represents a pro-rated amount of the annual equity grant to the Company’s non-employee directors.
In connection with Mr. Brace’s appointment as a director of the Company, the Company and Mr. Brace will enter into an indemnification agreement, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 20, 2016.
| Item 7.01. | Regulation FD Disclosure. |
The Company issued a press release on August 7, 2023, announcing the appointment of Mr. Brace to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| LANTRONIX, INC. | |||
| By: | /s/ Jeremy Whitaker | ||
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Jeremy Whitaker Interim Chief Executive Officer and Chief Financial Officer | |||
Date: August 7, 2023
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