Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On October 1, 2021, the board of directors (the "Board") of Byrna
Technologies Inc. (the "Company") filled a newly created vacancy by appointing
Emily Rooney ("Rooney") as a director. The Company anticipates that Rooney will
serve on the Board's Audit Committee. The Board has determined that Rooney is
independent for purposes of serving on the Board under the applicable rules of
the Securities and Exchange Commission (the "SEC") and the Nasdaq Marketplace.
There are no arrangements or understandings between Rooney and any other
persons, pursuant to which she was selected as a director.
Rooney was host and executive editor of WGBH's weekly Beat The Press program for
24 years, a media criticism program which has earned awards including two local
Emmy's, five National Press Club awards, and the University of Pennsylvania's
Bart Richards Award for media criticism. Simultaneously, Rooney was host and
executive editor of Greater Boston, WGBH's local issues and public affairs
program for 18 years. During that time, Greater Boston was honored with several
New England Emmys, Associated Press and Edward R. Murrow Awards for Best Public
Affairs Program, and excellence in writing and commentary. Rooney has also
received the Dennis Kauff Award for Excellence in Reporting, the Yankee Quill
Award from the American Newspaper Society, Reporter of the Year Award from the
Massachusetts Bar Association, and has been inducted into the Massachusetts
Broadcasters Hall of Fame.
Rooney came to WGBH from the Fox Network in New York, where she oversaw
political coverage, including the 1996 presidential primaries, national
conventions, and presidential election. When she joined Fox in 1994, she was
senior producer of Fox news productions, developing news programming for Fox and
producing specials. Prior to Fox, Rooney was executive producer of ABC's World
News Tonight with Peter Jennings.
Rooney is a graduate of American University in Washington, D.C. and has honorary
doctorates from UMass Boston and Westfield State.
Rooney will receive compensation as an outside director of the Company under the
director compensation policies adopted by the Board from time to time. The
Company also entered into an indemnification agreement with Rooney in connection
with her appointment to the Board. The indemnification agreement is in
substantially the same form as the form of indemnification agreement for the
other directors of the Company that was filed as Exhibit 10.17 to the Company's
Amendment to Registration Statement on Form S-1, filed with the SEC on July 12,
2021. There are no transactions with Rooney which would require disclosure under
Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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