Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2022, Janel
Corporation (the “Purchaser”) completed its tender offer (the “Offer”) to acquire
up to 1,108,000 shares of Rubicon Technology, Inc.’s (the “Company”) common stock, par value $0.001 per
share (the “Common Stock”), at a price per share of $20.00 (the “Acquisition”). According
to American Stock Transfer (“AST”), the depositary for the Offer, a total of 2,202,283 shares of Common Stock,
including 96,360 shares tendered in accordance with the guaranteed delivery procedures (the “Tendered Shares”),
were tendered and not validly withdrawn prior to the expiration of the Offer, representing approximately 89.42% of the shares of the Common
Stock outstanding as of August 19, 2022 on a fully diluted basis. Purchaser has accepted the Tendered Shares for purchase in accordance
with the terms of the Offer on a pro-rata basis to limit its purchase to 1,108,000 Tendered Shares, representing 44.99% of the Common
Stock outstanding as of August 19, 2022 on a fully diluted basis. The Offer was made pursuant to the terms and conditions set forth in
a Stock Purchase and Sale Agreement, dated as of July 1, 2022 (the “Sale Agreement”) between the Company and
the Purchaser.
In accordance with the Sale
Agreement, as of the closing of the Offer, effective immediately, Jefferson Gramm and Susan Westphal resigned from the Board of Directors
of the Company (the “Board”) and the committees of the Board that they served on. At the time of their resignation,
Mr. Gramm and Ms. Westphal both served on the Audit, Compensation and Nominating and Governance Committees. Neither of the resigning directors
was removed from the Board due to disagreements with the Company on any matter relating to the Company’s operations, policies or
practices. Copies of Mr. Gramm’s and Ms. Westphal’s letters of resignation are attached as Exhibits 17.1 and 17.2 hereto and
incorporated herein by reference. In accordance with the Sale Agreement, two designees of Purchaser became directors of the Company.
As of August 19, 2022, Darren
Seirer and John Eidinger each assumed the role of director of the Company.
Darren Seirer, 48, was appointed as a Class III director whose current
term will expire at the Company’s 2022 annual meeting of stockholders. Mr. Seirer is a private investor and serves as an advisor
to Janel Corporation. Mr. Seirer was previously a principal and portfolio manager at Select Equity Group, L.P. Mr. Seirer holds a BA in
Economics from Columbia University. Mr. Seirer’s qualifications to serve on the Board of the Company include his extensive experience
in finance and acquisitions.
John Eidinger, 42, was appointed
as a Class I director whose current term will expire at the Company’s 2023 annual meeting of stockholders. Mr. Eidinger serves in
business development at Janel Corporation. Mr. Eidinger was previously an associate portfolio manager for Select Equity Group. L.P. from
2011 to 2017. From 2007 to 2011, Mr. Eidinger served as an analyst and principal at Blum Capital Partners. From 2002 to 2007, Mr. Eidinger
served as an analyst and associate at Merrill Lynch. Mr. Eidinger holds BS degrees in Finance and Economics from New York University.
Mr. Eidinger’s qualifications to serve on the Board of the Company include his extensive experience in finance and acquisitions.
Messrs. Seirer and Eidinger
have not been involved in any related party transaction within the meaning of Item 404(a) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended and required to be disclosed herein.
At the time each of Darren
Seirer and John Eidinger assumed the role of director, the Board had not determined the Board committees, if any, on which Mr. Seirer
or Mr. Eidinger would serve. Michael E. Mikolajczyk and Timothy E. Brog, who were directors of the Company prior to the closing of the
Offer, remain as directors of the Company.
The foregoing description
of certain provisions of the Sale Agreement is qualified in its entirety by reference to the Sale Agreement, a copy of which was filed
as Exhibit 2.1 to the Form 8-K filed by the Company on July 5, 2022.