UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 17, 2022, André Pienaar notified the nominating and corporate governance committee (the “NCG Committee”) of the board of directors (the “Board”) of IronNet, Inc. (the “Company”) of his intent not to stand for re-election at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Pienaar’s term as a director and as a member of the NCG Committee will end upon the conclusion of the Annual Meeting. The Board has appointed Mary Gallagher, a current director of the Company, to serve on the NCG Committee following the Annual Meeting.
Following the Annual Meeting, the authorized size of the Board will be ten members. On May 20, 2022, the Board reclassified the members of the Board into three classes of nearly equal size following the expiration of Mr. Pienaar’s term. To effect this change, VADM Jan E. Tighe (Ret.) resigned as a Class III director whose term was scheduled to expire at the annual meeting of stockholders to be held in 2024 and was immediately reappointed as a Class I director to stand for re-election at the Annual Meeting. If re-elected, her term would expire at the annual meeting of stockholders to be held in 2025.
The Company and VADM Tighe did not enter into any new plan, contract, arrangement or compensatory plan in connection with her resignation and reappointment, and there is no arrangement or understanding between her and any other person pursuant to which she was appointed to serve as a Class I director. VADM Tighe’s resignation and reappointment were effected solely to reclassify the Board, and for all other purposes, her service on the Board is deemed to have continued uninterrupted without any break in service.
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.
| IRONNET, INC. | ||||||
| By: | /s/ James C. Gerber | |||||
| Date: May 20, 2022 | James C. Gerber Chief Financial Officer | |||||