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): September 28, 2024

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	001-34108	26-2828185
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

8500 SW Creekside Place, Beaverton Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share	DMRC	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On September 28, 2024, Milena Alberti-Perez informed Digimarc Corporation (the “Company”) and its Board of Directors (the “Board”) of her decision to resign as a member of the Board, effective immediately. Ms. Alberti-Perez’s decision to resign was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

On September 30, 2024, the Board elected Sheila Cheston and Dana Mcilwain, effective October 1, 2024, to fill the vacancies on the Board created by the resignation of Ms. Alberti-Perez and the resignation of Alicia Syrett in April 2024. Ms. Cheston and Mr. Mcilwain will serve until the next annual meeting of the Company’s shareholders, at which time the Board intends to nominate them for election by the Company’s shareholders. The Company appointed Ms. Cheston to the Board’s Audit Committee, Governance, Nominating, and Sustainability Committee and Compensation and Talent Management Committee, each effective October 1, 2024. The Company also appointed Mr. Mcilwain to the Board’s Audit Committee and Governance, Nominating, and Sustainability Committee, each effective October 1, 2024.

As non-employee directors of the Company, Ms. Cheston and Mr. Mcilwain will be compensated according to the Company’s non-employee director compensation practices, which are described under the heading “Director Compensation” in the Company’s proxy statement for its 2024 annual meeting of shareholders, which was filed with the U.S. Securities and Exchange Commission on April 24, 2024. This compensation consists in part of an annual retainer for service on the Board in the amount of $50,000, which is paid quarterly in arrears. Mr. Mcilwain has elected to receive half of his cash retainer in shares of common stock of the Company, instead of in cash, where the value of the issued shares will be equal to half of his cash retainer payment and will be issued on the same date as the remainder of such quarterly payments are made in cash.

Additionally, effective upon their election, Ms. Cheston and Mr. Mcilwain were each automatically granted an initial award of shares of restricted common stock of the Company having an aggregate value of approximately $200,000 per director. These shares vest over the three-year period commencing on the date of grant, with 1/3 of the shares vesting on each of the first three anniversaries of the date of grant. Ms. Cheston and Mr. Mcilwain were also each automatically granted a prorated annual award of shares of restricted common stock of the Company having an aggregate value of approximately $68,000 per director that will vest on the anniversary of the grant date, or immediately prior to the next annual meeting of shareholders that occurs prior to such first anniversary, but at least 50 weeks after the prior year’s annual meeting of shareholders. In addition, the Company will enter into an indemnification agreement with each of Ms. Cheston and Mr. Mcilwain in the same form as previously entered into by the Company with its other non-employee directors.

Sheila Cheston is an accomplished legal and business leader with over 30 years of experience across multinational corporations and the U.S. government. Most recently, she served as Corporate Vice President and General Counsel of Northrop Grumman Corporation, where she retired in December 2023 after 13 years of service. In this role, Ms. Cheston was responsible for overseeing the legal department and the offices of the Corporate Secretary and Chief Compliance Officer, while also advising on key areas such as global strategy, capital allocation, mergers and acquisitions, human capital management, investor relations, and government relations. Prior to joining Northrop Grumman, Ms. Cheston held senior positions at BAE Systems, Inc., including Executive Vice President and Board Director. Ms. Cheston also has extensive government experience, having served as General Counsel of the U.S. Air Force, acting Undersecretary of the Air Force, and Special Associate Counsel to the President of the United States. Ms. Cheston received her undergraduate degree from Dartmouth College and law degree from Columbia Law School.

Dana Mcilwain is a seasoned executive with a proven track record of driving growth and leading successful technology transformations. Mr. Mcilwain recently retired from PricewaterhouseCoopers (“PwC”) after more than 35 years of service, most recently serving as PwC’s Chief Administrative Officer (“CAO”) and Network Operations Leader. In this role, Mr. Mcilwain guided the firm through complex operational matters and large-scale technology transformations. His leadership at PwC was marked by strategic vision and expertise in managing critical operations, finance, investments, human capital, and digital transformation initiatives. Before his role as CAO, Mr. Mcilwain served as PwC’s Vice Chairman and U.S. Services Leader, overseeing expansion that led to triple revenue growth and included the successful execution of 12 acquisitions. Mr. Mcilwain is a Certified Public Accountant with a Bachelor of Science in Management from Tulane University.

Item 7.01. Regulation FD Disclosure.

On October 1, 2024, the Company issued a press release announcing the election of Ms. Cheston and Mr. Mcilwain as directors of the Company. The press release is attached to this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by the Company, dated October 1, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date: October 3, 2024

By:	/s/ George Karamanos
	George Karamanos
	Executive Vice President, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

Digimarc Welcomes Former Northrop Grumman General Counsel Sheila Cheston and PwC Chief Administrative Officer Dana Mcilwain to Board of Directors

Industry veterans bring decades of leadership, governance, and operational expertise to Digimarc as the company accelerates its global growth

BEAVERTON, Ore. – October 1, 2024 – Digimarc Corporation (NASDAQ: DMRC), a global leader in digital watermarking technologies, today announced the election of Sheila Cheston, former General Counsel at Northrop Grumman, and Dana Mcilwain, former Chief Administrative Officer and Global Operations Leader at PricewaterhouseCoopers (PwC), to its Board of Directors, effective October 1, 2024. Cheston will serve on the Audit, Governance, Nominating, and Sustainability, and Compensation and Talent Management Committees, while Mcilwain will join the Audit and Governance, Nominating, and Sustainability Committees. Simultaneously, Milena Alberti-Perez, who has served on the Digimarc board since 2022, has announced her decision to resign as a director.

Cheston is a seasoned executive with over 30 years of experience crafting global strategies and leading major corporate transactions for multinational corporations and the federal government. As General Counsel at Northrop Grumman for 13 years, she helped drive significant growth and long-term value for shareholders. Mcilwain, with over 35 years at PwC across various leadership roles, has a proven record of leading large-scale business and industry transformations, bringing disruptive technology solutions to the market in a scalable fashion, and enhancing operational and financial performance across global markets.

“As our technology continues to gain recognition across both public and private sectors, Sheila’s and Dana’s wealth of experience in strategic, operational, and financial leadership will help us maximize the current market opportunities,” said Riley McCormack, President and CEO of Digimarc. “Their addition to our Board further strengthens our ability to scale and meet the growing demand for our groundbreaking solutions. We also want to take this opportunity to sincerely thank Milena for her leadership and incredible contribution to the Digimarc board over the years.”

Katie Kool, Chair of Digimarc’s Board of Directors, added, “We are thrilled to welcome Sheila and Dana to the board at such a pivotal time. Their expertise in leading global transformations aligns perfectly with our mission to address pressing global challenges — from optimizing retail operations for loss prevention and an enhanced consumer experience to safeguarding brands against counterfeiting to tackling environmental issues like plastic waste. And we wish Milena incredible success in all her current and future endeavors. Her impact during her board service has been profound.”

Cheston commented, “I’m excited to join Digimarc’s board at this moment of transformative growth. Digital innovation is a strategic imperative, and Digimarc’s technology offers real solutions to critical challenges across industries. I look forward to contributing my experience in strategy, governance, and government affairs to support the company’s continued success.”

Mcilwain added, “Digimarc’s leadership in digital transformation, particularly in digital watermarking technology, presents significant potential for reshaping industries. I’m eager to bring my experience in building Go-To-Market strategies and partnerships as well as navigating large-scale organizational and industrial change to help Digimarc expand its global presence and impact.”

Cheston retired from Northrop Grumman in December 2023, following a distinguished career that included roles as Executive Vice President of BAE Systems, Inc., and various senior positions in the U.S. government, including General Counsel of the U.S. Air Force and Special Associate Counsel to the President. She holds degrees from Dartmouth College and Columbia Law School.

Mcilwain recently retired from PwC after 35 years. During that time, he led the Company’s U.S. Advisory practice to triple revenue growth. He also served as PwC’s Vice Chairman and U.S. Services leader, managing the U.S. profit and loss center and maintaining high staff retention rates. His vision led to the design and implementation of PwC’s Global Advisory Operating Model, significantly increasing the firm’s consulting practice and brand recognition. He holds a Bachelor of Science in Management from Tulane University and is a Certified Public Accountant.

For more information about Digimarc and its leadership team, please visit Digimarc Leadership.

About Digimarc

Digimarc Corporation (NASDAQ: DMRC) is the pioneer and global leader in digital watermarking technologies. For nearly 30 years, Digimarc innovations and intellectual property in digital watermarking have been deployed at a massive scale for the identification and the authentication of physical and digital items. A notable example is our partnership with a consortium of the world’s central banks to deter counterfeiting of global currency. Digimarc is also instrumental in supporting global industry standards efforts spanning both the physical and digital worlds. In 2023, Digimarc was named to the Fortune 2023 Change the World list and honored as a 2023 Fast Company World Changing Ideas finalist. Learn more at Digimarc.com.

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Media Contacts:

Susan Baldwin

Digimarc Corporation

509-939-1137

PR@digimarc.com

Anneka Kumli

Grove Partners

720-422-5258

anneka@thegrovepartners.com

XML

Document and Entity Information	Sep. 28, 2024
Cover [Abstract]
Entity Registrant Name	Digimarc CORP
Amendment Flag	false
Entity Central Index Key	0001438231
Document Type	8-K
Document Period End Date	Sep. 28, 2024
Entity Incorporation State Country Code	OR
Entity File Number	001-34108
Entity Tax Identification Number	26-2828185
Entity Address, Address Line One	8500 SW Creekside Place
Entity Address, City or Town	Beaverton
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97008
City Area Code	(503)
Local Phone Number	469-4800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 Par Value Per Share
Trading Symbol	DMRC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false