UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
(d) On July 25, 2024, the Board of Directors (the “Board”) of EMCORE Corporation (the “Company”) appointed David Rogers as a director of the Company, effective immediately. Mr. Rogers was also appointed to serve as a member of the Board’s Compensation Committee.
There are no arrangements or understandings between Mr. Rogers and any other persons pursuant to which Mr. Rogers was selected as a director. There are also no family relationships between Mr. Rogers and any director or executive officer of the Company and Mr. Rogers does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, Mr. Rogers will receive the standard compensation received by non-employee directors pursuant to the Company’s Directors’ Compensation Policy, as amended on May 26, 2024, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Mr. Rogers has also entered into the Company’s standard form of indemnification agreement with its directors and officers.
On July 25, 2024, the Company appointed Matthew Vargas, the Company’s interim Chief Executive Officer and VP, Sales, as a director, effective immediately, and entered into an addendum to the Amended and Restated Offer Letter of Employment previously entered into between the Company and Mr. Vargas (the “Addendum”). Pursuant to the terms of the Addendum, Mr. Vargas and the Company agreed that (i) Mr. Vargas will not receive any additional compensation in connection with his service as a director and (ii) Mr. Vargas will resign from the Board should he no longer serve as the Company’s interim Chief Executive Officer.
Except as described above, there are no arrangements or understandings between Mr. Vargas and any other persons pursuant to which Mr. Vargas was selected as a director. There are also no family relationships between Mr. Vargas and any director or executive officer of the Company and Mr. Vargas does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The above description of the Addendum is a summary only and is qualified in its entirety by the full text of the Addendum, a copy of which is attached hereto as Exhibit 10.2, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1† | Directors’ Compensation Policy (amended effective as of May 26, 2024). | |
| 10.2† | Addendum to Amended and Restated Offer Letter of Employment dated July 25, 2024, by and between EMCORE Corporation and Matthew Vargas. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Management contract or compensatory plan
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.
| EMCORE CORPORATION | ||
| By: | /s/ Tom Minichiello | |
| Dated: July 31, 2024 | ||
| Name: Tom Minichiello | ||
| Title: Chief Financial Officer | ||