Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 3, 2023, Richard Rosenstein tendered his resignation as the Chief
Financial Officer of Acacia Research Corporation, a Delaware corporation (the
"Company"), effective as of January 27, 2023 (the "Effective Date"). The Company
and Mr. Rosenstein intend to enter into a consulting agreement under which Mr.
Rosenstein will agree to provide certain advisory services to the Company's
Board of Directors (the "Board") and the Company's management team for a term
beginning on the Effective Date and continuing through April 30, 2023, unless
earlier terminated. In consideration of such services, Mr. Rosenstein will be
entitled to receive fees in an aggregate amount equal to $10,000, payable in
biweekly installments, and be entitled to reimbursement of reasonable business
expenses incurred in the performance thereof, and the stock options, restricted
stock, and other stock awards held by Mr. Rosenstein as of the Effective Time
will continue to vest in accordance with their terms during the term of the
consulting agreement, except as otherwise specified therein.
Effective January 28, 2023, Kirsten Hoover, the Company's Corporate Controller,
will be appointed as interim Chief Financial Officer of the Company and will
serve as the Company's principal financial officer and principal accounting
officer, to hold such positions until her successor has been elected and
qualified, or until her earlier death, resignation, or removal. The Board
intends to commence a search for a permanent successor.
Information about Ms. Hoover's age, business experience and compensation has
been previously reported, most recently in the Company's Current Report on Form
8-K filed with the U.S. Securities and Exchange Commission on April 29, 2022. In
connection with Ms. Hoover's appointment as interim Chief Financial Officer, Ms.
Hoover will receive an additional $15,000 per month in compensation during her
tenure as interim Chief Financial Officer.
Ms. Hoover has no family relationships with any director or executive officer of
the Company. There are no arrangements or understandings between Ms. Hoover and
any other person pursuant to which Ms. Hoover was appointed as an executive
officer. Additionally, there are no transactions involving Ms. Hoover that would
require disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On January 6, 2023, the Company issued a press release announcing the transition
of Mr. Rosenstein and the appointment of Ms. Hoover as interim Chief Financial
Officer, as described above. A copy of the press release is furnished as Exhibit
99.1.
As provided in General Instruction B.2 of Form 8-K, the information in Item 7.01
of this Current Report on Form 8-K (this "Report"), including Exhibit 99.1, is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section. Such information shall not
be deemed incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing, except as otherwise expressly set forth by specific reference in such
filing.
Cautionary Note Regarding Forward-Looking Statements.
This Report contains "forward-looking statements" within the meaning of the
federal securities laws, including, statements regarding the anticipated
transitions of Mr. Rosenstein and Ms. Hoover, and the intention of the Company
and Mr. Rosenstein to enter into a consulting agreement on the terms described
in this Report. Forward-looking statements include all statements that are not
solely historical facts and can be identified by terms such as "intend,"
"believe," "could," "estimate," "expect," "may," "should," or similar
expressions. Investors are cautioned not to place undue reliance on these
forward-looking statements, which are subject to numerous risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements, including the risks and uncertainties
addressed under the heading "Risk Factors" and elsewhere in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, the Company's
subsequent Quarterly Reports on Form 10-Q, and the other filings the Company
makes with the U.S. Securities and Exchange Commission from time to time. These
forward-looking statements speak only as of the date of this Report and the
Company undertakes no obligation to update these forward-looking statements to
reflect events or circumstances occurring after the date of this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Press Release , date January 9, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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