Current Report Filing (8-k)
August 08 2019 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2019
IDENTIV, INC.
(Exact
name of Registrant as Specified in Its Charter)
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Delaware
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000-29440
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77-0444317
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2201 Walnut Avenue, Suite 100,
Fremont, California
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94538
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (949)
250-8888
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of exchange
on which registered
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Common Stock, $0.001 par value per share
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INVE
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the
Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 Principal Officers; Election of Directors; Appointment of
Principal Officers.
(e) Compensatory Arrangements of Certain Officers
On August 5, 2019, the Compensation Committee of the Board of Directors of Identiv, Inc., a Delaware corporation (Identiv or the
Company), reviewed the compensation of the Companys Chief Executive Officer, Steven Humphreys, including the vesting status of outstanding equity incentives granted to Mr. Humphreys pursuant to his offer letter dated
September 14, 2015 (the Employment Letter), as such outstanding equity incentives will be fully vested as of September 14, 2019, and approved the following:
In the event that a Change of Control (as defined in the Employment Letter) occurs within four years (i.e., on or prior to August 5, 2023) and
Mr. Humphreys continues to serve as the Chief Executive Officer of Identiv as of the effective time of the Change of Control, the Company will grant Mr. Humphreys 365,000 restricted stock units, subject to and only vesting effective upon,
the consummation of the Change of Control.
With respect to the quarterly performance-based portion of Mr. Humphreys compensation, the
Committee determined, and Mr. Humphreys agreed, that commencing with the fiscal quarter beginning July 1, 2019 such performance-based bonuses, to the extent earned, would be paid via a fully vested stock award in lieu of cash, determined
in accordance with the Employment Letter.
SIGNATURES
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.
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Identiv, Inc.
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August 7, 2019
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By:
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/s/ Sandra Wallach
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Sandra Wallach
Chief Financial
Officer
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