Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(d)
Effective as of December 6, 2021, the Board of Directors (the “Board”) of Sonendo, Inc., a Delaware corporation (the “Company”) increased the size of the Board from eight (8) directors to nine (9) directors and appointed Raj Pudipeddi as a new Class I member of the Board. Mr. Pudipeddi’s term of office as a Class I Director will expire at the Company’s 2022 annual meeting of stockholders or until his successor has been elected and qualified or his earlier death, resignation or removal. The Board has determined that Mr. Pudipeddi is an “independent director” as defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements and rules of the New York Stock Exchange, and is a “non-employee director” under Section 16 of the Exchange Act of 1934, as amended.
Mr. Pudipeddi currently serves as Chief Product and Marketing Officer, Senior Vice President and Managing Director, Asia Pacific for Align Technology, Inc., a leading global medical device company and manufacturer of the Invisalign® system. Mr. Pudipeddi joined Align Technology, Inc. in February 2019 as Senior Vice President and Chief Marketing Officer. From February 2017 to May 2018, Mr. Pudipeddi was the Director, Consumer Business and Chief Marketing Officer at Bharti Airtel, an Indian telecom services provider. Prior to Bharti Airtel, Mr. Pudipeddi spent about 22 years at Procter & Gamble, where he served in a number of leadership roles across businesses in the North American, Asia Pacific and Latin American regions, including as Vice President, North America, Oral Care.
Mr. Pudipeddi will be compensated in a manner consistent with the Company’s other non-employee directors, as described under the heading “Post-IPO Director Compensation Program” in the Company’s final prospectus filed with the SEC on November 1, 2021.
There are no arrangements or understandings between Mr. Pudipeddi and any other persons pursuant to which he was appointed as a director. Furthermore, there are no transactions in which Mr. Pudipeddi has an interest that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On December 7, 2021, the Company issued a press release announcing the appointment of Mr. Pudipeddi. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
