UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in the Original Form 8-K, on December 14, 2020, Kevin Conley notified the Board of Directors (the “Board”) of the Company of his decision to resign as President and Chief Executive Officer of the Company. In connection with Mr. Conley’s resignation, the Board appointed Mr. Billerbeck to serve as Interim Chief Executive Officer of the Company.
On December 30, 2020, the Company and Mr. Billerbeck entered into an offer letter (the “Offer Letter”) relating to Mr. Billerbeck’s employment with the Company as its Interim Chief Executive Officer, which includes a management director position on the Board. While the Company previously reported in the Original Form 8-K that Mr. Billerbeck would serve as Interim Chief Executive Officer of the Company, effective January 30, 2021, the Company determined to accelerate Mr. Billerbeck’s start date. Accordingly, the Offer Letter provides that Mr. Billerbeck’s employment will be deemed to have commenced on January 1, 2021. Pursuant to the Offer Letter, Mr. Billerbeck will receive a base salary of $400,000 per year and will be eligible to participate in the Company’s 2021 executive bonus program, subject to the review and discretion of the Company’s compensation committee and Mr. Billerbeck being employed at the time of any bonus payout. Additionally, Mr. Billerbeck will receive an initial grant of 75,000 restricted stock units (“RSUs”), with vesting to occur at a rate of 6,250 RSUs per month so long as Mr. Billerbeck continues in the role of Interim Chief Executive Officer. The Offer Letter also provides that Mr. Billerbeck will be entitled to, among other things, vacation, a monthly stipend of approximately $2,500 to cover the cost of executive housing and certain employee benefits under standard Company plans and policies. Pursuant to the Offer Letter, Mr. Billerbeck has agreed to certain undertakings regarding confidentiality and non-competition.
The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
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.
| Everspin Technologies, Inc. | |||
| Dated: December 31, 2020 | |||
| By: | /s/ Daniel Berenbaum | ||
| Daniel Berenbaum | |||
| Chief Financial Officer | |||