faro-202103110000917491false00009174912021-03-112021-03-11
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 11, 2021
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| FARO TECHNOLOGIES, INC. |
| (Exact name of registrant as specified in its charter) |
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| Florida | | 0-23081 | | 59-3157093 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
250 Technology Park, Lake Mary, Florida 32746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (407) 333-9911
N/A
(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 (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.001 | FARO | Nasdaq Global Select Market LLC |
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.
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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.
Appointment of Jeroen van Rotterdam
On March 17, 2021, the Board of Directors (the “Board”) of FARO Technologies, Inc. (the “Company”) approved a board size increase, from seven (7) to eight (8) members, and appointed Mr. Jeroen van Rotterdam to the newly created seat as a Class I director, to serve until the Company's 2021 annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. van Rotterdam was also appointed to each of the Audit Committee, the Talent, Development and Compensation Committee and the Nominating, Governance and Sustainability Committee of the Board. Mr. van Rotterdam will be included in the Company's slate of nominees for election to the Board at the Company's 2021 annual meeting of shareholders.
In connection with his appointment to the Board, and pursuant to the Company's director compensation program, Mr. van Rotterdam will receive the standard compensation amounts payable to non-employee directors of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2020. Mr. van Rotterdam has also entered into the Company's standard form of director indemnification agreement, which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 28, 2020.
There are no family relationships between Mr. van Rotterdam and any director or executive officer of the Company, and Mr. van Rotterdam does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements between Mr. van Rotterdam and any other persons pursuant to which they were appointed as directors of the Company.
Retirement of John E. Caldwell and Decision of Dr. Jeffrey A. Graves Not to Stand for Re-Election
Effective as of the Company's 2021 annual meeting of shareholders, Mr. John E. Caldwell will be retiring from the Board. In addition, on March 11, 2021, Dr. Jeffrey A. Graves communicated his decision not to stand for re-election to the Board. Accordingly, Dr. Graves' term as a director will end effective as of the Company's 2021 annual meeting of shareholders. Neither Mr. Caldwell's retirement nor Dr. Graves' decision not to stand for re-election is the result of any disagreement with the Company.
Item 8.01. Other Events.
On March 17, 2021, the Company issued a press release announcing the foregoing changes to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The Company is not including the information contained on or available through its website referenced in the press release as part of, or incorporating such information into, this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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Exhibit
Number | | Description |
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| 104 | | Cover Page Interactive Data File - The cover page of this Current Report on Form 8-K filed on March 17, 2021, formatted in Inline XBRL
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | | | FARO Technologies, Inc. |
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| | | March 17, 2021 | | | | /s/ Allen Muhich |
| | | | | | | By: | | Allen Muhich |
| | | | | | | Its: | | Chief Financial Officer |
| | | | | | | | (Duly Authorized Officer and Principal Financial Officer)
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