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 17, 2022

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.)

9405 SW Gemini Drive, 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 February 17, 2022, the Board of Directors (the “Board”) of Digimarc Corporation (the “Company”) elected Milena Alberti-Perez to fill an existing vacancy on the Board, effective April 5, 2022, and to serve from April 5, 2022, until the next annual meeting of shareholders, at which time the Board intends to nominate her for election by the Company’s shareholders. The Company also appointed Ms. Alberti-Perez to the Board’s Audit and Compensation Committees, effective on the same date.

As a non-employee director of the Company, Ms. Alberti-Perez 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 2021 annual meeting of shareholders, which was filed with the U.S. Securities and Exchange Commission on March 24, 2021. This compensation consists of an annual retainer for service on the Board in the amount of $50,000, which is paid in arrears in quarterly installments of $12,500. Additionally, upon the effectiveness of her election, Ms. Alberti-Perez will be granted shares of restricted common stock of the Company having an aggregate value of approximately $200,000. 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. On the date of each annual meeting of the Company’s shareholders, Ms. Alberti-Perez will also automatically receive an annual grant of restricted stock having an aggregate value of approximately $100,000, unless the Compensation Committee of the Board exercises its power to make an alternative grant. The stock restrictions on this annual grant will lapse on the anniversary of the grant date, so that the stock is freely tradable one year after the grant date. In addition, the Company will enter into an indemnification agreement with Ms. Alberti-Perez in the same form as previously entered into by the Company with its other non-employee directors.

Ms. Alberti-Perez was most recently the Chief Financial Officer for Getty Images, Inc. She previously served as Chief Financial Officer for MediaMath, Inc., and Penguin Random House LLC, where she also served as a non-voting management representative on the board of directors and its audit committee. Ms. Alberti-Perez currently serves as a director on the boards of OverDrive, Inc., and RBmedia.  Prior to her executive positions, Ms. Alberti-Perez also worked in financial analyst and research roles at Lehman Brothers and Morgan Stanley. Ms. Alberti-Perez holds an MBA from Harvard Business School and a Bachelor of Arts in economics from the University of Pennsylvania.

Item 7.01. Regulation FD Disclosure.

On February 22, 2022, the Company issued a press release announcing the election of Ms. Alberti-Perez as a director of the Company, effective April 5, 2022. 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 February 22, 2022.
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:    February 22, 2022

By:	/s/ Robert P. Chamness
	Robert P. Chamness
	Executive Vice President, Sustainability & Governance, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

Digimarc Welcomes Global Finance Leader Milena Alberti-Perez to its Board of Directors

Beaverton, Ore. – February 22, 2022 – Digimarc Corporation (Nasdaq: DMRC), creator of Digimarc watermarks that are driving the next generation of digital identification and detection-based solutions, announced that Milena Alberti-Perez has been elected to its Board of Directors, effective April 5, 2022. Her financial and international leadership expertise will specifically be applied through her appointment to the Audit Committee and the Compensation Committee of the Board of Directors.

“Milena’s experience in financial oversight and operations, post-merger integration, and international leadership will be an incredible asset to our board,” said Digimarc CEO Riley McCormack. “Moreover, the perspective she has gained from leading large, international companies through periods of intense transformation and growth will be hugely significant as Digimarc progresses in our own journey of transformation and rapid scaling.”

Alberti-Perez was most recently the Chief Financial Officer of Getty Images, Inc., the world’s leading visual content company. Her background also includes serving as the Chief Financial Officer of MediaMath, a demand-side platform for programmatic marketing and as the Global and US Chief Financial Officer of Penguin Random House, the world’s largest book publisher.

“I’m delighted to join the Digimarc Board of Directors at such an exciting time of growth and transformation for the company,” Alberti-Perez said. “I look forward to working with the Board and Leadership team to further drive Digimarc’s success as a product-led company.”

Alberti-Perez brings vast experience in board leadership, having served on several private company boards of directors, including RB Media, Overdrive, Penguin Random House, Companhia das Letras, and Flatworld/Sagence, as well as several not-for-profit boards, including The University of Pennsylvania Executive Fund, Jumpstart, and the Wild Bird Fund.  

She holds a Bachelor of Arts degree cum laude from The University of Pennsylvania, with Distinction in Economics and minors in Math and Latin American Studies and received her master’s degree in business administration, with Distinction, from the Harvard Business School.

About Digimarc

Digimarc Corporation (NASDAQ: DMRC) is a pioneer and leader in digital watermarking solutions and the automatic identification of media, including packaging, commercial print, digital images, audio and video. Digimarc helps customers drive efficiency, accuracy and security across physical and digital supply chains. Visit www.digimarc.com and follow us on LinkedIn and Twitter to learn more.

Company contact:

Lara Burhenn

Lara.Burhenn@Digimarc.com

+1 503-469-4704

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Document and Entity Information	Feb. 17, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 17, 2022
Entity Registrant Name	Digimarc CORP
Entity Central Index Key	0001438231
Entity Emerging Growth Company	false
Entity File Number	001-34108
Entity Incorporation State Country Code	OR
Entity Tax Identification Number	26-2828185
Entity Address, Address Line One	9405 SW Gemini Drive
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