Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in the Current Report on Form 8-K filed by Cepton, Inc. (the
"Company") on October 27, 2022, the Company entered into an Investment Agreement
with Koito Manufacturing Co., Ltd. (the "Investor"). The Investment Agreement
contemplates that a member of the Company's board of directors, to be mutually
agreed upon by the Company, the Investor and such director, will submit a
conditional letter of resignation, pursuant to which such director will resign
their office as a director of the Company, effective as of the Closing Date (as
defined in the Investment Agreement) and conditional upon the occurrence of the
Closing (as defined in the Investment Agreement). Following execution of the
Investment Agreement, the Company, the Investor and Winston Fu, a member of the
Company's board of directors, agreed that Dr. Fu would resign in satisfaction of
the Company's obligations under the Investment Agreement. As part of their
discussions, Dr. Fu informed the Company and the Investor that he would like to
pursue other opportunities prior to the anticipated Closing Date and the Company
and the Investor agreed, in light of Dr. Fu's generous contributions to the
Company over the last six years, to accept a non-conditional resignation letter
in satisfaction of the Company's obligations under the Investment Agreement. On
November 13, 2022, Dr. Fu submitted a letter of resignation, resigning from the
Company's board of directors and all other offices and positions, including as
Advisor on Strategic Projects, effective as of November 18, 2022. Dr. Fu's
resignation is not due to any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
The Company's board of directors and management thank Dr. Fu for his many years
of service and his guidance as the Company transitioned into a publicly traded
company this year.
In connection with his separation from employment, Dr. Fu and the Company intend
to enter into a separation agreement that will provide for Dr. Fu's award of
restricted stock units, that was scheduled to vest in May 2023, to be fully
vested upon his separation and will include a general release of claims by Dr.
Fu in favor of the Company.
The Company expects the vacancy created by Dr. Fu's resignation to remain
unfilled pending the transactions contemplated by the Investment Agreement,
which contemplates the appointment of a replacement director effective as of the
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the inline XBRL document).
© Edgar Online, source Glimpses