Item 2.02 Results of Operations and Financial Condition.

On May 13, 2021, BSQUARE Corporation (the "Company") announced its financial results for the quarter ended March 31, 2021. A copy of the Company's press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 2.02 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 liability of that section, and shall not be incorporated by reference into any registration statement or other document filed 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 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers




Resignation of Directors

On May 11, 2021, each of Andrew Harries and Robert Peters notified the Company of his intention to resign from the Company's board of directors (the "Board"), each effective immediately after the Company's annual meeting of stockholders scheduled for June 10, 2021. Neither Mr. Harries nor Mr. Peters had any disagreement with the Company and will be leaving the Board for business and personal reasons. A copy of the resignation letters from Messrs. Harries and Peters are filed as Exhibits 99.2 and 99.3, respectively.





Corporate Governance Matters

Effective upon the resignations of Messrs. Harries and Peters, the Board would make certain corporate governance changes, including new committee composition, new committee Chair assignments and a new Chairperson of the Board. The Board currently anticipates that the following committee compositions, having determined that each director appointed to such committee complies with all applicable independence, heightened independence, financial literacy, non-employee director and other committee membership requirements as set forth in such committee's charter and the rules and regulations of Securities and Exchange Commission and The NASDAQ Stock Market:





                                                       Governance and Nominating
      Audit Committee         Compensation Committee           Committee
Robert Chamberlain (Chair)    Ryan Vardeman (Chair)        Mary Jesse (Chair)
        Mary Jesse              Robert Chamberlain           Davin Cushman
       Davin Cushman              Davin Cushman              Ryan Vardeman

In addition, Ryan Vardeman would serve as Chairperson of the Board.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit   Description
99.1        Press release dated May 13, 2021.
99.2        Resignation letter from Andrew Harries dated May 11, 2021.
99.3        Resignation letter from Robert Peters dated May 11, 2021.

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