Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2019



(Exact name of registrant as specified in its charter)








(State or other jurisdiction

of incorporation)



File No.)


(IRS Employer

Identification No.)

9405 SW Gemini Drive, Beaverton Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class


Trading Symbol


Name of Each Exchange on Which Registered

Common Stock, $0.001 Par Value Per Share




The NASDAQ Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item  5.02 .

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Oficers; Compensatory Arrangements of Certain Officers

On June 6, 2019, Executive Vice President Aimee Arana provided notice of her intention to resign from Digimarc Corporation (the “Company”) to accept a position as an executive of a leading apparel and footwear company.  The effective date of Ms. Arana’s resignation is June 11, 2019. There were no disagreements between Ms. Arana and the Company which led to her resignation from the Company.  The Company does not plan to hire a replacement.  Her duties will be assumed by Brian O’Sullivan, Vice President of Sales & Business Development, and Charles Beck, Chief Financial Officer. Prior to joining Digimarc in April 2018, Mr. O’Sullivan spent over two decades at IBM where he managed teams selling technology platforms such as blockchain and artificial intelligence. Mr. O’Sullivan has experience managing large, complex enterprise relationships, which has bolstered our sales efforts as the Company has expanded its relationships with industry leading retailers and consumer product goods companies.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    June 11, 2019






/s/ Charles Beck





Charles Beck





Chief Financial Officer and Treasurer



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