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Form 8-K Digimarc CORP For: Oct 11

October 11, 2016 1:18 PM EDT

 

  

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): October 11, 2016

 

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Oregon

 

001-34108

 

26-2828185

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

9405 SW Gemini Drive, Beaverton Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(Registrant’s telephone number, including area code)

 

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))

 

 

 


 


 

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  

On October 7, 2016, the Board of Directors of Digimarc Corporation (the “Company”) approved an increase in the size of the Board of Directors from five to seven members and appointed the following individuals to serve in the newly created seats until the next annual meeting of shareholders, at which time the Board of Directors intends to nominate each for election by the Company’s shareholders.

 

·

Andrew Walter

 

·

Gary DeStefano

As non-employee directors of the Company, Mr. Walter and Mr. DeStefano will be compensated according to the Company’s non-employee director compensation practices, which are described under the heading “Director Compensation” in the Company’s proxy statement for its 2016 annual meeting of shareholders, which was filed with the U.S. Securities and Exchange Commission on March 15, 2016. This compensation consists of annual retainers for service on the Board of Directors in the amount of $50,000, which will be prorated for 2016 based on the length of each new director’s service on the Board of Directors. Additionally, upon their appointment, Mr. Walter and Mr. DeStefano were each granted shares of restricted common stock of the Company having an aggregate value of approximately $200,000. These shares vest over the three-year period commencing on the date of grant, with 1/3 of the shares vesting on each of the first three anniversaries of the date of grant. In addition, the Company will enter into an indemnification agreement with Mr. Walter and Mr. DeStefano in the same form as previously entered into by the Company with its other non-employee directors. There are no arrangements or understandings between either of the new directors and any other persons pursuant to which either director was selected as a director.

Item 8.01.Other Events.

 

On October 11, 2016, the Company issued a press release announcing the appointment of Mr. Walter and Mr. DeStefano as directors of the Company. The press release is attached to this report as Exhibit 99.1.

 

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

 

 

 

99.1

  

Press Release issued by the Company, dated October 11 2016.


 


 

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.

Date:  October 11, 2016

 

 

 

 

By:

 

/s/ Robert P. Chamness

 

 

Robert P. Chamness

 

 

EVP, Chief Legal Officer and Secretary


 


 

DIGIMARC CORPORATION

FORM 8-K

INDEX TO EXHIBITS

 

Exhibit No.

  

Description

 

 

 

99.1

  

Press Release issued by the Company, dated October 11, 2016.

 

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE    

 

Press Contact:

Gary Grossman, Edelman PR
[email protected]

503-471-6868

 

 

Digimarc Expands its Board of Directors with Two Accomplished Consumer Products Industry Executives

 

Company names former Nike and Procter & Gamble Executives to its Board of Directors

 

BEAVERTON, Ore. – Oct. 11, 2016 – Digimarc Corporation (NASDAQ: DMRC) today announced that Gary DeStefano, former Nike Inc. President of Global Operations, and Andy Walter, former Vice President, Global Commercial Services of The Procter & Gamble Company (P&G), have been appointed to the company’s Board of Directors.

 

These appointments follow the election of retail veteran Richard King to the Board in May 2015. Mr. King had previously been President and Chief Operating Officer of Albertsons Inc. Together, they strengthen the Board’s advisory and oversight capabilities as the company is expanding its involvement with retailers and consumer products manufacturers and beginning development of foreign markets.

 

“Gary and Andy are very accomplished executives who bring impressive industry experience in business management, technology deployment and global operations to Digimarc as the company continues to develop the market for its Intuitive Computing Platform and transformational Digimarc Barcode,” said Bruce Davis, chief executive officer, Digimarc. ”We are shaping our Board to help management refine its strategy and make good judgments in allocating resources to expedite market development and maximize the return on our investments.”

 

Mr. DeStefano brings more than 25 years of experience from leadership roles at Nike Inc., culminating in his appointment as Nike’s President of Global Operations, where he served for seven years. He was instrumental in delivering record growth and overseeing all business related activities across 190 countries worldwide with responsibility for approximately 80 percent of the profit and loss (P&L) for Nike Inc. Throughout his Nike career, Mr. DeStefano led several transformational initiatives, including the revival of Nike’s premium high-end segment, reorganization of the Asia Pacific business during the 1996 Far East economic crisis, and standardization of Nike’s global order entry and sales force automation system.  

 

“I am honored to join the Digimarc Board of Directors. Throughout my interaction with CEO Bruce Davis, members of the Board of Directors and the senior management team, I have been impressed with the collaborative corporate culture, the innovative product portfolio and compelling vision for long term growth,” said Gary DeStefano. “I look forward to joining and contributing to such a dynamic organization.”

 

Mr. Walter has more than 25 years of operations, information technology and shared services experience, including his long tenure at P&G, where he most recently led their Global Business Services and IT Global Commercial Services and Delivery organization, with more than 1,500 IT and multifunctional professionals and more than 5,000 partner resources. Mr. Walter also served on the GS1 US Board of Governors including as Chair for their technology committee. He has deep expertise in integration of emerging and core commercial technologies, supply chain management, sales and marketing, and consumer and business analytics.

 


 

 

“I am thrilled to join the Digimarc Board of Directors. The impact that Digimarc technology and capabilities can make for consumers, retailers, and brand manufacturers is impressive and at an inflection point,” said Andy Walter. “I look forward to working with the talented and passionate Digimarc leadership team."

About Digimarc

Digimarc Corporation (NASDAQ: DMRC), based in Beaverton, Oregon, is the inventor of Digimarc Discover® software and the imperceptible Digimarc Barcode for automatically identifying and interacting with virtually any media. Digimarc Discover software enables industrial scanners, smartphones, tablets and other computer interfaces to reliably, efficiently and economically identify traditional barcoded items, along with many other media objects. Digimarc Barcodes are imperceptible to people and do all that visible barcodes do, but perform better. They can be applied to virtually all forms of media. These remarkable capabilities have allowed Digimarc and its business partners to supply a wide range of patented consumer engagement, media management and security solutions across multiple consumer and government industry sectors. Digimarc owns an extensive intellectual property portfolio, with patents in digital watermarking, content identification and management, media object discovery, and intuitive computing more generally. For more information and the latest news, please visit www.digimarc.com and follow on Twitter at @Digimarc.

 

 

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