Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2018, Carl Schlachte resigned from his position as Interim Chief Executive
Officer and as a member of the Board of Directors (the “Board”) of Immersion Corporation (“Immersion” or the “Company”). Mr. Schlachte’s resignation was not in connection with a disagreement relating to
Immersion’s operations, policies or practices.
On August 21, 2018, the Board appointed Tom Lacey, age 60, as the Company’s Interim Chief
Executive Officer and to serve as a member of the Board. In connection with his appointment to the Board, Mr. Lacey will enter into the Company’s standard indemnity agreement for directors, which was filed as Exhibit 10.7 to the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2017.
Mr. Lacey served
as Chief Executive Officer and a director of Xperi Corporation, a technology licensor in mobile computing and communications, memory and data storage, and
3-D
integrated circuit technologies from May 2013 to
June 2017. Since May 2012, he has served as a director of DSP Group. He formerly was the Chairman and Chief Executive Officer of Components Direct, a provider of cloud-based product life cycle solutions. Prior to these roles, he held a number of
senior leadership positions at Components Direct, Phoenix Technologies Ltd., Applied Materials, Inc., Flextronics International (now Vista Point Technologies), and International Display Works. Prior to that, Lacey held various management and
executive positions at Intel Corporation for 13 years, including Vice President Sales and Marketing, President of Intel Americas, and Vice President and General Manager, Flash Products.
In consideration of the services to be rendered by Mr. Lacey to the Company, on August 21, 2018, the Board granted Mr. Lacey a restricted stock
award of 31,000 shares, which was comprised of 11,478 shares of the Company’s Common Stock for his services as a director and an additional 19,522 shares of the Company’s Common Stock for his service as Interim Chief Executive Officer. The
restricted stock award will vest as to 100% of the total shares on the day that immediately precedes the date of the 2019 annual meeting, subject to Mr. Lacey’s continued service as a director, and will be subject to acceleration upon a
change of control of the Company. Upon his ceasing to serve as Interim Chief Executive Officer, Mr. Lacey will be entitled to receive cash compensation in the form of retainer and committee fees payable to the Company
non-employee
directors in accordance with Company policies.
In connection with Mr. Lacey’s appointment as
Interim Chief Executive Officer, the Company entered into a letter agreement with Mr. Lacey on August 21, 2018, which is filed as Exhibit 99.1 to this Current Report on
Form 8-K.
There are no arrangements or understandings between Mr. Lacey and any other person pursuant to which Mr. Lacey was selected as a director.
Since the beginning of the Company’s last fiscal year, there have not been any transactions, or currently proposed transactions, or series of similar
transactions, in which the Company or any of its subsidiaries was a party and in which Mr. Lacey had a direct or indirect material interest.
On
August 20, 2018, the Board appointed Sharon Holt as its Chair.