Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On August 2, 2022, the Board of Directors (the "Board") of Bsquare Corporation
(the "Company"), acting upon the recommendation of its Nominating and Corporate
Governance Committee, appointed Bernee D.L. Strom as a director of the Company.
Ms. Strom will serve as a Class III director for a term expiring at the
Company's 2022 annual meeting of shareholders or upon her earlier death,
resignation or removal. The Board also appointed Ms. Strom to serve as a member
of the Board's Governance and Nominating Committee, replacing Davin Cushman.
Since April 2015, Ms. Strom has served as a Senior Advisor for Digital Media to
Cascadia Capital, an investment bank, and as a Senior Advisor to SkyLIFE
Technologies, a humanitarian focused aerial delivery company. Ms. Strom has also
served as President and Chief Executive Officer of The Strom Group, an
investment and business advisory firm, since January 1990. From May 2008 to
October 2014 Ms. Strom was Chairman and CEO of WebTuner Corp., a provider of
software infrastructure that brings broadband to television, continuing as
Executive Chairman until May 2015. From May 2002 until October 2008, she was
Executive Chair of Ensequence, Inc., providing technology for interactive TV.
Ms. Strom has extensive board experience on public, private and non-profit
boards. Ms. Strom most recently served as a member of the board of directors of
MicroVision, Inc., (NASDAQ: MVIS), a NASDAQ listed company focused on the
development of lidar sensors, from October 2017 to March 2021. The Board has
concluded that Ms. Strom should serve as a director because of her significant
experience in business management and leadership expertise and experience as a
public company board member.
In connection with her service as a director, Ms. Strom will receive
compensation consistent with that received by the Company's other non-employee
directors as described in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2021.
The Board has affirmatively determined that Ms. Strom is independent in
accordance with applicable NASDAQ listing rules and has no material direct or
indirect interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Ms. Strom will enter into the Company's standard form of indemnification
agreement with the Company, which will provide indemnification protection for
her in connection with her service as a member of the Board.
Item 7.01 Regulation FD Disclosure.
On August 8, 2022, the Company issued a press release announcing the foregoing
appointment. The Company's press release is attached as Exhibit 99.1 to this
current report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in the
press release attached as 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"), nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
99.1 Press Release, dated August 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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