Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 26, 2019, the Board of Directors (the "Board") of Phunware, Inc.
(the "Company") increased the size of the Board to eight (8) directors,
comprised of three (3) Class I directors, two (2) Class II directors, and three
(3) Class III directors. To fill the vacancy caused by the creation of an
additional Class I director seat, the Board appointed Blythe Masters to serve as
a Class I director with a term expiring at the 2022 annual meeting of
stockholders and until her successor has been duly elected and qualified. The
Board has affirmatively determined that Ms. Masters is an independent director
pursuant to Nasdaq's governance listing standards. The Board also appointed Ms.
Masters to serve as Chairperson of the Audit Committee and on the Nominating and
Corporate Governance Committees. Further, the Board determined that Ms. Masters
meets the qualifications of an audit committee financial expert as that term is
defined under Item 407(d)(5)(ii) of Regulation S-K.
On December 30, 2019, the Company issued a press release announcing Ms. Masters'
appointment. A copy of the press release is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
Ms. Masters' compensation for service as a non-employee director will be
consistent with that of the Company's other non-employee directors, subject to
proration to reflect the commencement date of her service on the Board.
There are no arrangements or understandings between Ms. Masters and any other
persons pursuant to which Ms. Masters was named a director of the Company. Ms.
Masters has no direct or indirect material interest in any transaction or
proposed transaction required to be reported under Item 404(a) of Regulation S-K
or Item 5.02(d) of Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Title
Press Release dated December 30, 2019 titled "Wall Street Veteran
99.1* Blythe Master s Appointed to Phunware Board of Directors"
* Furnished herewith
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