Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director
On
There are no arrangements or understandings between
In connection with her appointment,
Effective
· each non-employee director will receive an annual equity award of 5,667
restricted stock units ("RSUs");
· the Lead Independent Director will receive an additional annual equity award of
2,833 RSUs;
· each non-employee director will receive a quarterly equity award of 667 RSUs;
· each Chair of the Compensation Committee, Nominating and Corporate Governance
Committee and
of 200 RSUs; and
· the Lead Independent Director will receive an additional quarterly equity award
of 333 RSUs.
The annual RSUs will be granted on the date of the annual meeting of stockholders in each year and vest on the earlier of (a) one year following the date of grant or (b) immediately prior to the next annual meeting of stockholders following the date of grant, provided the director's service has not terminated prior to such date. Any of these vested RSUs will be settled on the earlier of (i) the 7th anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death.
The quarterly RSUs will be granted in advance on the first day of each calendar quarter and vest on the grant date. These vested RSUs will be settled on the earlier of (i) the 3rd anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death.
Amendment to Executive Employment Agreement
On
The foregoing summary of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
· provide that for director nominations or proposals for other business to be
properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Company;
o to be timely, such notice must be delivered not later than the close of
business on the 90th day nor earlier than the close of business on the 120th
day prior to the first anniversary of the preceding year's annual meeting, but
in the event that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the stockholder must
be delivered not earlier than the close of business on the 120th day prior to
the date of such annual meeting and not later than the close of business on the
later of the 90th day prior to the date of such annual meeting or the 10th day
following the day on which public announcement of the date of such meeting is
first made by the Company;
o the notice must include specified information about the stockholder, the
nominee, the proposal and other matters;
· require a stockholder who intends to solicit proxies in support of director
nominees, other than the Company's nominees, to certify their compliance with Rule 14a-19 of the Securities Exchange Act of 1934, as amended ("Rule 14a-19"), and, upon request of the Company, to deliver reasonable evidence of such compliance to the Company no later than five business days prior to the date of the applicable meeting of stockholders;
· provide that, unless otherwise required by law, if a stockholder provides
notice under Rule 14a-19 and subsequently: (i) notifies the Company that such stockholder no longer intends to solicit proxies in support of director nominees other than the Company's director nominees in accordance with Rule 14a-19; (ii) fails to comply with the requirements of Rule 14a-19; or (iii) fails to provide reasonable evidence sufficient to satisfy the Company that such requirements of Rule 14a-19 have been met, then the stockholder's nominations shall be deemed null and void and the Company shall disregard any proxies or votes solicited for any nominee proposed by such stockholder;
· provide for procedural requirements for nominations for director at a special
meeting of stockholders;
· reserve white proxy cards for use by the Company's Board only;
· conform provisions related to the list of stockholders to recent changes in the
Delaware General Corporation Law;
· clarify certain matters related to meetings of stockholders;
· provide for clarification and updates regarding certain officer matters; and
· incorporate other technical, clarifying, and conforming changes.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the By-Laws, a marked copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 By-Laws ofAudioEye, Inc. (as amended as ofMarch 24, 2023 ) 10.1 Second Amendment to Executive Employment Agreement by and betweenAudioEye, Inc. andCarr Bettis , datedMarch 25, 2023 99.1 Press Release of the Company datedMarch 28, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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