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): March 20, 2024 (March 14, 2024)

KLDiscovery Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38789	61-1898603
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
9023 Columbine Road
Eden Prairie, Minnesota		55347
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 703 288-3380

(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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 March 14, 2024, Lloyd W. Howell Jr., a Class A director of KLDiscovery Inc. (the “Company”), with a term expiring at the Company’s 2026 annual meeting of stockholders, resigned from the Company’s Board of Directors (the “Board”) with immediate effect.

On March 14, 2024, the Board appointed Neal Goldman to fill the vacancy on the Board. Mr. Goldman was appointed as a Class A director and will serve for a term expiring at the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. The Board has determined that Mr. Goldman qualifies as an independent director.

Mr. Goldman currently serves as Chief Executive Officer of SAGE Capital Investments, LLC, a consulting firm specializing in providing independent board of director services, a position he has held since 2013. He previously served as a Founding Partner of Brigade Capital Management, LP from 2006-2012. Mr. Goldman has served as a director on numerous public and private boards of directors.

In connection with the appointment of Mr. Goldman to the Board, Mr. Goldman and the Company entered into that certain Independent Director Agreement, dated as of March 14, 2024 (the “Independent Director Agreement”), pursuant to which Mr. Goldman agreed to serve as a director of the Company. The Independent Director Agreement provides for a monthly fee of $40,000 for a minimum of six months. This compensation is in lieu of the compensation Mr. Goldman would otherwise be eligible to receive under the Company’s Non-Employee Director Compensation Program. The foregoing summary of the Independent Director Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Mr. Goldman also entered into the Company’s standard form of director indemnification agreement.

There are no arrangements or understandings between Mr. Goldman and any other person, pursuant to which Mr. Goldman was selected as a director of the Company. There are no familial relationships between Mr. Goldman and any director, executive officer or other employee of the Company. Mr. Goldman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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.

			KLDiscovery Inc.
Date:	March 20, 2024	By:	/s/ Dawn Wilson
		Name: Title:	Dawn Wilson Chief Financial Officer

XML

Document And Entity Information	Mar. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 14, 2024
Entity Registrant Name	KLDiscovery Inc.
Entity Central Index Key	0001752474
Entity Emerging Growth Company	true
Entity File Number	001-38789
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	61-1898603
Entity Address, Address Line One	9023 Columbine Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55347
City Area Code	703
Local Phone Number	288-3380
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE