Current Report Filing (8-k)
May 18 2023 - 4:14PM
Edgar (US Regulatory)
0001754820
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2023-05-13
2023-05-13
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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):
May 13, 2023
DESKTOP METAL, INC.
(Exact name of Registrant as Specified in Its
Charter)
Delaware |
|
001-38835 |
|
83-2044042 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
63
3rd Avenue
Burlington, MA
01803
(Address of principal executive offices) (Zip Code)
(978)
224-1244
(Registrant’s telephone number, include
area code)
N/A
(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):
| ¨ | 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(s) |
|
Name of each exchange
on which registered |
Class A Common stock, par value $0.0001 per share |
|
DM |
|
The New York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company 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 Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2023, the named executive officers of Desktop Metal, Inc.
(the “Company”), Ric Fulop, the Company’s Chief Executive Officer, Jason Cole, the Company’s Chief Financial Officer,
Jonah Myerberg, the Company’s Chief Technology Officer, and Thomas Nogueira, the Company’s Chief Operating Officer, became
participants in the Company’s Severance and Change of Control Plan (the “Severance and Change of Control Plan”), on
terms authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in
December 2022 and ratified and approved by the Compensation Committee on May 15, 2023.
The Severance and Change of Control Plan provides that if the employment
of an officer designated as a “c-suite executive” is terminated by the Company without cause, or if an officer designated
as a “c-suite executive” resigns for good reason, the officer will be eligible to receive: (i) continued payment of the
officer’s base salary for a period of nine months; and (ii) COBRA premiums for a period of nine months.
The Severance and Change of Control Plan provides that if the employment
of an officer designated as a “c-suite executive” employment is terminated by the Company without cause, or if an officer
designated as a “c-suite executive” resigns for good reason, within 12 months following a change of control, the officer will
be eligible to receive: (i) a lump sum payment equal to 12 months of the officer’s base salary; (ii) a lump sum payment
equal to the officer’s target bonus; (iii) COBRA premiums for a period of 12 months; (iv) accelerated vesting of all time-based
equity awards held by the officer; and (v) unless the award agreement provides for more favorable vesting terms, vesting of all performance-based
equity awards held by the officer at the target level of performance. Any severance payments or benefits under the Severance and Change
of Control Plan will be subject to a Section 280G “best net” cutback in which such payments or benefits will be reduced
only to the extent it results in a better tax position for the officer.
All of the Company’s currently-serving named executive officers
are considered “c-suite executives” for purposes of the Severance and Change of Control Plan. The terms of the Severance and
Change of Control Plan will not apply to the special performance equity awards granted to Mr. Fulop and Mr. Myerberg in 2021
that will be earned based on achievement of stretch stock price hurdles. These special performance equity awards will vest upon the occurrence
of a change of control only to the extent the stock price hurdles have been satisfied on the date of the change of control.
All payments and benefits under the Severance and Change of Control
Plan are contingent upon the officer’s non-revocation of a release of claims in favor of the Company (which may contain, among other
terms, non-competition obligations for a period of up to 12 months) and continued compliance with certain restrictive covenants.
The foregoing description is qualified in its entirety by the Severance
and Change of Control Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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DESKTOP METAL, INC. |
|
|
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Date: May 18, 2023 |
By: |
/s/ Meg Broderick |
|
|
Name: Meg Broderick |
|
|
Title: General Counsel and Corporate Secretary |
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