Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2023, Kevin Hartz informed the Board of Directors (the “Board”) of Markforged Holding Corporation (the “Company”) of his resignation from the Board as a Class III Director and as a member of the Compensation Committee of the Board effective immediately. Mr. Hartz’s departure was not due to any disagreements with the Company.
In connection with Mr. Hartz’s resignation, on June 5, 2023, the Board appointed Alan Masarek to the Compensation Committee of the Board, effective immediately.
On June 5, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Aaron VanDevender to the Board as a Class III director for the term expiring on the date of the annual meeting of the stockholders to be held in 2024 and until his successor is duly elected and qualified, or until his earlier resignation or removal, effective immediately, to fill the vacancy resulting from Mr. Hartz’s resignation. The Board has determined that Mr. VanDevender qualifies as an independent director under the listing standards of the New York Stock Exchange. The Board has not yet determined committee assignments for Mr. VanDevender.
As a non-employee director, Mr. VanDevender will be compensated for his service on the Board in accordance with the Company’s director compensation arrangements applicable to the Company’s non-employee directors, as more fully described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023. In accordance with those arrangements, Mr. VanDevender will receive a retainer of $50,000 per year for his service on the Board. In addition, on June 5, 2023 the Board approved an equity award of restricted stock units for Mr. VanDevender pursuant to the Company’s 2021 Stock Option and Incentive Plan having a value of $300,000. The restricted stock unit award is scheduled to vest in three equal annual installments, subject to Mr. VanDevender’s continued service through each vesting date.
The Company will also enter into an indemnification agreement with Mr. VanDevender in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. There are no other arrangements or understandings between Mr. VanDevender and any other persons pursuant to which he was selected as a director. Additionally, Mr. VanDevender has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On June 5, 2023, the Company issued a press release announcing Mr. Hartz’s departure from the Board and the appointment of Mr. VanDevender. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
