Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 13, 2021, the Board of Directors (the "Board") of Aviat Networks, Inc.
("Aviat" or the "Company") approved the appointment of Ms. Michele Klein as a
director of the Board, effective immediately, until the Company's 2021 Annual
Meeting of Stockholders or until her respective successor is duly elected and
qualified or until her earlier death, resignation or removal, whichever first
occurs.
Ms. Klein was appointed as a director of the Company in May 2021. In June 2019,
Ms. Klein joined the board of directors of Intevac, Inc. (NASDAQ: IVAC), where
she currently serves as a member of the Compensation Committee and the
Nominating and Governance Committee. In 2017 she was elected a director of
Photon Control, a publicly-listed Canadian company and a provider of optical
sensors and systems to the semiconductor equipment industry, where she chairs
the Mergers and Acquisitions Committee and is a member of the Audit Committee.
Ms. Klein currently serves as the CEO of Jasper Ridge Inc., a privately-held
company developing technology to improve vision. She is a director of
Gridtential Energy, a privately-held energy storage company. From 2005 until
2010 Ms. Klein served as Senior Director of Applied Ventures LLC, the venture
capital arm of Applied Materials, where she recommended and managed investments
in energy storage and solar energy, and represented Applied Materials on the
boards of seven technology companies. Ms. Klein co-founded Boxer Cross Inc., a
semiconductor equipment manufacturer, and served as CEO and Director from 1997
until its acquisition by Applied Materials in 2003. She previously co-founded
and led High Yield Technology Inc., a semiconductor metrology company, from 1986
until its acquisition by Pacific Scientific in 1996. Ms. Klein earned an MBA
from the Stanford Graduate School of Business and a Bachelor of Science degree
from the University of Illinois. The Board believes Ms. Klein's qualifications
to sit on our Board include her experience as a CEO of a semiconductor equipment
manufacturing company and years of operational, management and corporate
governance expertise working on other companies' boards of directors in the
semiconductor equipment and solar energy industries.
Ms. Klein will receive the same indemnification and compensation as the
Company's other non-employee directors, as well as approximately $37,500 in
restricted stock units ("RSUs") which shall vest in November 2021
contemporaneously with the prior annual grant to the Board. For a full
description of the compensation program for the Company's non-employee directors
and the Company's indemnification agreements, please see the Company's
definitive proxy statement on Schedule 14A, filed with the Securities and
Exchange Commission on September 25, 2020.
There are no arrangements or understandings between Ms. Klein and any other
person pursuant to which Ms. Klein was selected as a director. Ms. Klein has not
engaged in a related party transaction with the Company that would require
disclosure under Item 404(a) of Regulation S-K during the last two fiscal years,
and there are no family relationships between Ms. Klein and any of Aviat's
executive officers or directors. The Board has determined that Ms. Klein is
independent in accordance with the applicable rules of the Nasdaq Stock Market.
Item 7.01. Regulation FD Disclosure.
On May 17, 2021, the Company issued a press release announcing the appointment
of Ms. Klein to the Board. A copy of the press release is furnished as Exhibit
99.1 to this report.
The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities
under that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1* Appointment to Board of Directors
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Furnished herewith.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses