Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Resignation/Retirement of Director; Termination/Retirement of Chief Financial Officer and Chief Operating Officer, and Termination of Chief Technology Officer OnApril 19, 2023 Mr.Maurice Guitton notifiedMeta Materials Inc. (also referred to herein as the "Company", "we", "us", or "our")of his intention to resign from our Board of Directors (the "Board") and retire, effective immediately.Mr. Guitton has indicated that his departure from the Board was not the result of any disagreement with management or the Board but was in order to pursue his retirement more fully. Effective as of (i)April 20, 2023 ,Kenneth Rice was terminated as our Chief Financial Officer and Chief Operating Officer and decided to retire, and (ii)April 21, 2023 ,Jonathan Waldern was terminated as our Chief Technology Officer. In connection with their departure, each ofMr. Rice andMr. Waldern is expected to receive the severance payments and benefits provided under his respective employment agreement with us for a termination without cause, subject to his execution of a release and discharge agreement and compliance with post-termination restrictive covenants. (c) Appointment of New Chief Financial Officer and Chief Operating Officer OnApril 25, 2023 , we announced the appointment ofUzi Sasson as our Chief Financial Officer and Chief Operating Officer, effectiveApril 20, 2023 (the "Effective Date").Mr. Sasson will assume the duties of the principal financial officer and principal accounting officer of the Company as of the Effective Date.
There are no arrangements or understandings between
(d) Appointment of Two New Directors
Also onApril 19, 2023 , after taking into accountMr. Guitton's resignation, the Board increased its size from seven to eight members and appointed Mr.Vyomesh Joshi and Ms.Eugenia Corrales to the Board.Ms. Corrales was also appointed to serve on the audit committee of the Board, andMr. Joshi was appointed to serve on the governance and nominating committee of the Board.Mr. Joshi joins us as a director inApril 2023 . Prior to joining our Board,Mr. Joshi served as CEO for 3D Systems Corp. from 2016 to 2020.Mr. Joshi also served as a director of Harris Corporation, a defense technology company, from 2013 to 2019, where he also served as a member of the compensation, technology and governance committees.Mr. Joshi holds a B.S., Engineering, fromL.D. College of Engineering and a M.S. Electrical and Electronics Engineering fromOhio State University .Ms. Corrales joins us as a director inApril 2023 .Ms. Corrales has also served the Chief Executive Officer and a member of the board of directors ofNefeli Networks Inc. , a privately held software company, sinceJanuary 2018 .Ms. Corrales has a B.A in physics fromGrinnell College and a M.S. in mechanical engineering fromStanford University .Mr. Joshi andMs. Corrales will each participate in our Outside Director Compensation Plan, including an initial grant of Restricted Stock Units valued at$100,000 . The Outside Director Compensation Plan is filed as Exhibit 10.15.0 on our Form 10-K/A filed with theSEC onMarch 24, 2023 . There are no transactions and no proposed transactions between eitherMr. Joshi orMs. Corrales or any member of his/her immediate family and us or our subsidiaries that would require disclosure under Item 404(a) of Regulation S-K, and there is no arrangement or -------------------------------------------------------------------------------- understanding between eitherMr. Joshi orMs. Corrales and any other person or entity pursuant to which eitherMr. Joshi orMs. Corrales was appointed as our director. Each ofMr. Joshi orMs. Corrales will enter into our standard form of indemnification agreement for directors and executive officers, which agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with theSEC onJune 29, 2021 . (e) Compensation of New Chief Financial Officer/Chief Operating Officer
On
In accordance with our customary practice, we will also enter into our standard
form of indemnification agreement with
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which will be filed with our Quarterly Report on
Form 10-Q for the period ended
Item 7.01. Regulation FD Disclosure.
OnApril 25, 2023 , the Company issued press releases announcing the appointment of our new CFO/COO and the appointment of our two new directors. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. Exhibit Description No. 99.1 Press release, datedApril 25, 2023 , announcing appointment of new CFO/COO, issued byMeta Materials Inc. 99.2 Press release, datedApril 25, 2023 announcing appointment of two new directors, issued byMeta Materials Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source