UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 May 11, 2024, Daniel Tempesta notified Cerence Inc. (the “Company”) of his decision to resign as Chief Financial Officer of the Company for personal reasons, effective as of May 17, 2024. In his role as Chief Financial Officer, Mr. Tempesta has served as principal financial officer and principal accounting officer of the Company. Mr. Tempesta advised the Company that his decision to resign did not involve any disagreement with the Company. The Company has commenced a search for a new Chief Financial Officer, and has retained a third-party consulting firm to provide interim support for the finance organization during the transition period.
The Board of Directors of the Company has designated Stefan Ortmanns, President and Chief Executive Officer, as the Company’s principal financial officer, and Katherine Roman, Vice President and Corporate Controller, as the Company’s principal accounting officer, each on an interim basis and effective as of May 17, 2024. Information regarding Dr. Ortmanns is set forth in the Company’s proxy statement for its 2024 annual meeting of shareholders filed with the Securities and Exchange Commission on January 5, 2024. Ms. Roman, age 42, has served as the Company’s Vice President and Corporate Controller since July 2021, and from October 2019 to June 2021, she served as Assistant Controller of the Company. Prior to the spin-off of the Company from Nuance Communications, Inc. (“Nuance”), Ms. Roman worked in a series of roles with increasing responsibility in the finance organization of Nuance, including Director, Corporate Accounting and Consolidations from October 2016 to September 2019.
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: May 16, 2024 | CERENCE INC. | |||||
| By: | /s/ Stefan Ortmanns | |||||
| Name: | Stefan Ortmanns | |||||
| Title: | President and Chief Executive Officer | |||||
Document and Entity Information |
May 11, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001768267 |
| Document Type | 8-K |
| Document Period End Date | May 11, 2024 |
| Entity Registrant Name | CERENCE INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39030 |
| Entity Tax Identification Number | 83-4177087 |
| Entity Address, Address Line One | 25 Mall Road |
| Entity Address, Address Line Two | Suite 416 |
| Entity Address, City or Town | Burlington |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01803 |
| City Area Code | (857) |
| Local Phone Number | 362-7300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, $0.01 par value |
| Trading Symbol | CRNC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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