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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On
July 14, 2017, the Board of Directors (the “Board”) of Akoustis Technologies, Inc. (the “Company”) increased
the size of the Board to seven directors and appointed Steven P. Miller to the Board to fill the new directorship, effective immediately.
The Board has determined that Mr. Miller is independent under Rule 5605(a)(2) of the NASDAQ Listing Rules. Mr. Miller will serve
on the Technology Committee of the Board.
Mr.
Miller, age 69, served as a Board Advisor to the Board from January 2017 to June 2017. He is the President of Via Capri Inc., the
general partner of Via Capri Investment L.P., a limited partnership formed by Mr. Miller in 1996. Mr. Miller is also the President
of Sawmill Inc., the general partner of Sawmill Investment L.P., another limited partnership formed by Mr. Miller in 1996. From
2001 to 2003, Mr. Miller served as a director for TriQuint Semiconductor, Inc., then a leading supplier of high-performance components
and modules for communications applications before merging with RF Micro Devices, Inc. to form Qorvo, Inc. in 2015. Prior to that,
Mr. Miller held several positions at Sawtek Inc. from 1979 until his retirement in 1999, including Co-Founder, President, Chief
Executive Officer, and Chairman of Sawtek’s Board of Directors. Sawtek Inc. merged with Triquint Semiconductor, Inc. in 2001.
Prior to co-founding Sawtek Inc. in 1979, Mr. Miller was Manager of the SAW Development Laboratory in the Defense Group at Texas
Instruments Incorporated. Mr. Miller brings to the Board familiarity with the Company, its operations, finances, and strategic
plan through his experience as a Board Advisor, as well as industry expertise, public company leadership experience, and his experience
and skills in strategic growth and business development, including capital formation.
There
are no arrangements or understandings between Mr. Miller and any other person pursuant to which Mr. Miller was appointed as a director,
nor are there any family relationships between Mr. Miller and any other executive officer or director of the Company.
Mr.
Miller served as a Board Advisor to the Board from January 2017 to June 2017. Mr. Miller did not previously receive compensation
for his service as a Board Advisor. However, in consideration for such prior services, on July 14, 2017, the Board approved a grant
of 11,000 shares of restricted stock to Mr. Miller under the Company’s 2016 Stock Incentive Plan, to be made during the Company’s
next open trading window. The shares will vest 25% on each of the first, second, third, and fourth anniversaries of the grant date,
subject to the terms of the award agreement to be entered into between Mr. Miller and the Company, the form of which is filed as
Exhibit 10.1 hereto and incorporated herein by reference. Such form is the form approved by the Board’s Compensation Committee
for grants of restricted stock awards generally to the Company’s directors, officers, and employees. The Company is not aware
of any other relationships or transactions in which Mr. Miller has or will have an interest, or is or was a party, requiring disclosure
under Item 404(a) of Regulation S-K.
In
connection with his service as a director to the Company, Mr. Miller will receive prorated compensation commensurate with the compensation
to be paid to the Company’s directors for the fiscal year ending June 30, 2018, as and when determined by the Board.
On
July 20, 2017, the Company issued a press release announcing Mr. Miller’s appointment to the Board. The full text of the
press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.