Item 2.02. Results of Operations and Financial Condition. On February 19, 2020, FARO Technologies, Inc. (the "Company") issued a press release announcing its results of operations for the fourth fiscal quarter and year ended December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished pursuant to Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information furnished pursuant to Item 2.02 and Exhibit 99.1 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 2.05. Costs Associated with Exit or Disposal Activities On February 14, 2020, the Company's Board of Directors approved a global restructuring plan (the "Restructuring Plan"), which is intended to support its strategic plan in an effort to improve operating performance and ensure that the Company is appropriately structured and resourced to deliver sustainable value to its customers and shareholders. Key activities under the Restructuring Plan include a focus on efficiency and cost-saving efforts, which includes decreasing total headcount by approximately 500 employees upon the completion of the Restructuring Plan. These activities are expected to be substantially completed by the end of 2021. The Company estimates that the Restructuring Plan will reduce gross annual pre-tax expenses by approximately $40 million, to be realized in the fourth quarter of 2020 on an annualized basis. The Company currently estimates it will incur pre-tax restructuring charges of approximately $26 million to $36 million, primarily in the first two quarters of 2020, as a result of the Restructuring Plan, comprised primarily of one-time severance and other employee-related termination benefits. The Company expects the cash component of these pre-tax restructuring charges to be approximately $18 million to $22 million. Actual results, including the costs of the Restructuring Plan, may differ materially from our expectations, resulting in our inability to realize the expected benefits of the Restructuring Plan and negatively impacting our ability to execute our future plans and strategies, which could have a material adverse effect on our business, financial condition and results of operations. The information set forth below under Item 5.02 is incorporated by reference into this Item 2.05.




Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;    Compensatory Arrangements of Certain
On February 14, 2020, in conjunction with the headcount reduction described in
Item 2.05 above, the Company decided to eliminate the role of Senior Vice
President and General Counsel, effective February 20, 2020. As a result, Jody S.
Gale's employment as the Company's Senior Vice President, General Counsel &
Secretary, will terminate on February 20, 2020. The elimination of Mr. Gale's
role as Senior Vice President and General Counsel constitutes a termination
without "cause" within the meaning of that certain Amended and Restated
Employment Agreement, dated as of April 27, 2016, between the Company and Mr.
Gale filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed
April 29, 2016.
Item 7.01.  Regulation FD
The information set forth above under Item 2.05 is incorporated by reference
into this Item 7.01.
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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