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): July 25, 2022

FARO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

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):

☐ 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
Common Stock, $.001 par value per share	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.

On July 25, 2022, the Board of Directors (the “Board”) of FARO Technologies, Inc. (the “Company”) increased the authorized number of directors on the Board from eight to nine directors and appointed Rajani Ramanathan to the Board and as a member of the Talent, Development and Compensation Committee of the Board. Ms. Ramanathan will be included in the Company’s slate of nominees for election to the Board at the Company’s 2023 annual meeting of shareholders.

There are no arrangements or understandings between Ms. Ramanathan and any other person pursuant to which Ms. Ramanathan was selected as a director. In addition, there are no transactions in which Ms. Ramanathan has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Ramanathan will receive compensation for her service pursuant to the Company’s director compensation program. This includes an annual cash retainer of $60,000 per year for service as a non-employee director.

Additionally, as a new non-employee director, Ms. Ramanathan was granted restricted stock units (“RSUs”) with a value equal to $100,000. These RSUs vest on the third anniversary of Ms. Ramanathan’s appointment to the Board, subject to her continued membership on the Board through such vesting date. In addition, Ms. Ramanathan also executed the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2020.

A copy of the press release announcing Ms. Ramanathan’s appointment as a director is attached hereto as Exhibit 99.1.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of FARO Technologies, Inc, dated July 29, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

	FARO Technologies, Inc.
July 29, 2022	/s/ Allen Muhich
	By:	Allen Muhich
	Its:	Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

EX-99.1

FARO Appoints Rajani Ramanathan to its Board of Directors

LAKE MARY, FL, July 29, 2022 - FARO® (Nasdaq: FARO), a global leader in 4D digital reality, today announced the expansion of its Board of Directors to nine members and the appointment of Rajani Ramanathan to its Board of Directors.

Ms. Ramanathan has held numerous senior executive leadership positions at Salesforce.com, concluding her nearly 14-year tenure as Salesforce’s Executive Vice President and Chief Operating Officer of Technology & Products.

“Rajani’s experience in building one of the pioneers of the SaaS industry at Salesforce.com, will be invaluable as FARO seeks to capitalize on the digitalization of the physical world. Our recent FARO Sphere launch has laid the foundation for accelerated SaaS growth, and we’re pleased to have Rajani join us as we continue the transformation of FARO,” commented Yuval Wasserman, Chairman of FARO’s Board of Directors.

“Innovation for sustainable smart city development and solving urban challenges is an area of focus for me. I am excited to join FARO’s Board and have the opportunity to work with the management team as the company increases its focus on SaaS offerings that target eliminating waste and improving process efficiencies for builders, owners and operators of the world’s buildings," said Ms. Ramanathan.

Ms. Ramanathan’s appointment became effective on July 25, 2022. She will be included in the slate of nominees for election to the Board of Directors at FARO’s 2023 annual shareholders meeting.

About FARO

FARO serves the 3D Metrology, AEC (Architecture, Engineering & Construction), O&M (Facilities Operations & Maintenance), and Public Safety Analytics markets. For over 40 years, FARO has provided industry-leading technology solutions that enable customers to digitize their world, and then use that data to make smarter decisions faster. FARO continues to be a pioneer in bridging the digital and physical worlds through data-driven accuracy, precision, and immediacy. For more information, visit http://www.faro.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties, such as statements about FARO’s investments in its cloud-based 3D software platform and transition to providing combined hardware-software solutions. Such forward-looking statements may be identified by the use of the following words (among others): "believes," "expects," "may," "will," "plan," "should" or "anticipates," or comparable words and their negatives. These forward-looking statements are not guarantees but are subject to risks and uncertainties that could cause actual results to differ materially from the expectations contained in these statements. For a discussion of such risks and uncertainties, please see Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 that was filed on February 16, 2022. FARO assumes no obligation to update any forward-looking statements contained in this press release in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.

Contacts

FARO Technologies, Inc.

Allen Muhich, Chief Financial Officer

+1 407-562-5005

IR@Faro.com

Sapphire Investor Relations, LLC

Michael Funari or Erica Mannion

+1 617-542-6180

IR@Faro.com

XML

Cover Document	Jul. 25, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 25, 2022
Entity Registrant Name	FARO TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	FL
Entity File Number	0-23081
Entity Tax Identification Number	59-3157093
Entity Address, Address Line One	250 Technology Park
Entity Address, City or Town	Lake Mary
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32746
City Area Code	407
Local Phone Number	333-9911
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.001 par value per share
Trading Symbol	FARO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000917491