Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 16, 2023, the Board of Directors (the "Board") of FARO
Technologies, Inc. (the "Company") increased the authorized number of directors
on the Board from nine to ten directors and appointed Jawad Ahsan to the Board
effective as of February 1, 2023. Mr. Ahsan's initial term as a director will
run until the Company's 2024 annual meeting of shareholders. The Board also
appointed Mr. Ahsan to its Audit Committee.
There are no arrangements or understandings between Mr. Ahsan and any other
person pursuant to which Mr. Ahsan was selected as a director. In addition,
there are no transactions in which Mr. Ahsan has an interest that require
disclosure under Item 404(a) of Regulation S-K.
Mr. Ahsan will receive compensation for his 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, an initial grant of restricted
stock units ("RSUs") with a value equal to $100,000 on the date of grant (the
"Initial Grant") and an annual equity award of RSUs with a value equal to
$175,000 on the date following the annual meeting of shareholders (the "Annual
Grant"). The Initial Grant will vest on the third anniversary of Mr. Ahsan's
appointment to the Board and the Annual Grant will vest on the day prior to the
subsequent annual meeting of shareholders, such vesting events are subject to
Mr. Ahsan's continued membership on the Board through such vesting dates. In
addition, Mr. Ahsan is expected to enter into the Company's standard form of
director indemnification agreement.
In connection with Mr. Ahsan's appointment, Mr. Stephen Cole, a current member
of the Board, has confirmed that he will be retiring from the Board upon the
expiration of his current term at the Company's 2023 annual meeting of
shareholders. Mr. Cole's decision is not the result of any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices. Mr. Cole is expected to continue to serve as a member of the Board
and as member of the Audit Committee until the 2023 annual meeting of
shareholders, but in light of his pending retirement has stepped down as Chair
of the Audit Committee. Mr. Alex Davern is now serving as Chair of the Audit
Committee.
A copy of the press release announcing Mr. Ahsan's appointment as a director and
related matters is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
On January 19, 2023, the Company issued a press release announcing the Company's
proposed private placement of $60 million aggregate principal amount of
convertible senior notes due 2028 to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the "Offering"). A copy
of the press release is filed as Exhibit 99.2 hereto and is incorporated herein
by reference.
In connection with the Offering, the Company also disclosed that, while no
formal decisions have been made yet, the Company anticipates taking further
steps to optimize the business consistent with the Company's strategic plan,
potentially as early as the first quarter of 2023, which would lead to total
charges in the range of $10 million to $16 million. The Company anticipates that
most of these charges would be recorded in 2023.
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FARO TECHNOLOGIES, INC. 
