Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) At a meeting of the Company's Board of Directors on December 9, 2021, Ms.
Nina C. Grooms was elected as a director effective immediately. The Board
determined that Ms. Grooms is independent in accordance with the director
independence standards established under the Company's Corporate Governance
Guidelines. Ms. Grooms will initially be a member of the Audit Committee of the
Board.
Ms. Grooms, 53, is Chief Product Officer of May Mobility, a leader in autonomous
vehicle technology with a mission to transform communities through the
development and deployment of safe and accessible autonomous vehicles. Ms.
Grooms has served as May Mobility's Chief Product Officer since 2020. She served
as Chief Product Owner for Ford Motor Company's Autonomous Vehicle Software
Solutions Group from 2019 to 2020, as Ford's Global Chief Operating Officer for
FordPass Iot Software Solutions from 2018 to 2019 and as Global General Manager
of Ford's Digital Software Services for Iot Software from 2017 to 2018. From
2012 to 2017, Ms. Grooms held various managerial positions with the General
Electric Company, including as Vice-President, Global Customer & Services
Marketing, IoT Software at GE Digital from 2016 to 2017.
In connection with her election as a director, Ms. Grooms will receive 286
shares of restricted stock awards pursuant to the Company's 2019 Equity
Incentive Plan. The restricted stock awards will vest ratably over the next
three years. In addition, Ms. Grooms will be eligible to participate in the
Company's director compensation arrangements which are more fully described in
the Company's 2021 definitive proxy statement.
The Company is not aware of any related party transactions between Ms. Grooms,
on the one hand, and the Company, on the other hand, subject to disclosure
pursuant to Item 404(a) of Regulation S-K.
A copy of the press release regarding the election of Ms. Grooms to the Board is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item 5.02(d).
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K:
Exhibit No. Description
99.1 Press release dated December 9 , 2021
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the inline XBRL document
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