Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Moonhie Chin and Alex Davern
On July 28, 2021, the Board of Directors (the "Board") of FARO Technologies,
Inc. (the "Company") appointed Ms. Moonhie Chin and Mr. Alex Davern to the
Company's Board, effective October 1, 2021. Ms. Chin will serve until the
Company's 2022 annual meeting of shareholders and until her successor is duly
elected and qualified, or until her earlier death, resignation or removal. Mr.
Davern will serve until the Company's 2023 annual meeting of shareholders and
until his successor is duly elected and qualified, or until his earlier death,
resignation or removal. Both Ms. Chin and Mr. Davern were also appointed to each
of the Audit Committee, the Talent, Development and Compensation Committee and
the Nominating, Governance and Sustainability Committee of the Board, effective
October 1, 2021. Ms. Chin will be included in the Company's slate of nominees
for election to the Board at the Company's 2022 annual meeting of shareholders
and Mr. Davern will be included in the Company's slate of nominees for election
to the Board at the Company's 2023 annual meeting of shareholders.
In connection with their appointment to the Board, and pursuant to the Company's
director compensation program, Ms. Chin and Mr. Davern will receive the standard
compensation amounts payable to non-employee directors of the Company, as
described in the Company's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on July 28, 2021. Ms. Chin and Mr. Davern
have also entered into the Company's standard form of director indemnification
agreement, which is filed as Exhibit 10.1 to the Company's Current Report on
Form 8-K filed on October 28, 2020.
There are no family relationships between either Ms. Chin or Mr. Davern and any
director or executive officer of the Company. Neither Ms. Chin nor Mr. Davern
have any direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements
between either Ms. Chin or Mr. Davern and any other persons pursuant to which
they were appointed as directors of the Company.
Item 8.01. Other Events.
On July 28, 2021, the Company issued a press release announcing the foregoing
changes to the Board. A copy of the press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference. The Company is not including the
information contained on or available through its website referenced in the
press release as part of, or incorporating such information into, this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K:
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