Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On December 31, 2021, Neil Miotto, a member of the Board of Directors (the
"Board") of GigCapital5, Inc. (the "Company") and member of the Audit Committee,
Compensation Committee, and Nominating and Corporate Governance Committee of the
Board, resigned effective immediately. Mr. Miotto's resignation is not the
result of any disagreement with the Company.
Appointment of Director
On December 31, 2021, the Board appointed Sharmila Makhija, MD, MBA, as a new
member of the Board and as a member of the Audit Committee, Compensation
Committee, and Nominating and Corporate Governance Committee of the Board, with
such appointment to be effective immediately. Dr. Makhija has also been
appointed to serve as the Chair of the Compensation Committee to be effective
immediately.
Dr. Makhija fills the vacancy created by the resignation of Mr. Miotto and will
serve on the Board until her successor has been elected and qualified, subject,
however, to any earlier death, resignation, retirement, disqualification or
removal.
Dr. Makhija will also enter into the Company's standard director and officer
indemnification agreement, the form of which was previously filed by the Company
as Exhibit 10.8 to Amendment No. 1 to the Company's Registration Statement on
Form S-1/A (Registration No. 333- 254038), filed with the Securities and
Exchange Commission on March 19, 2021.
There are no arrangements or understandings between Dr. Makhija and any other
persons pursuant to which she was appointed as a director. Furthermore, there
are no transactions in which Dr. Makhija has an interest that would be required
to be reported under Item 404(a) of Regulation S-K.
On January 5, 2022, the Board appointed Raanan Horowitz as the Chair of the
Nominating and Corporate Governance Committee to be effective immediately.
Item 8.01 Other Events.
On January 5, 2022, the Company issued a press release announcing the
appointment of Dr. Makhija. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release of the Company, dated January 5, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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