Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Jeroen van Rotterdam
On March 17, 2021, the Board of Directors (the "Board") of FARO Technologies,
Inc. (the "Company") approved a board size increase, from seven (7) to eight (8)
members, and appointed Mr. Jeroen van Rotterdam to the newly created seat as a
Class I director, to serve until the Company's 2021 annual meeting of
shareholders and until his successor is duly elected and qualified, or until his
earlier death, resignation or removal. Mr. van Rotterdam was also appointed to
each of the Audit Committee, the Talent, Development and Compensation Committee
and the Nominating, Governance and Sustainability Committee of the Board. Mr.
van Rotterdam will be included in the Company's slate of nominees for election
to the Board at the Company's 2021 annual meeting of shareholders.
In connection with his appointment to the Board, and pursuant to the Company's
director compensation program, Mr. van Rotterdam will receive the standard
compensation amounts payable to non-employee directors of the Company, as
described in the Company's definitive proxy statement filed with the Securities
and Exchange Commission on April 16, 2020. Mr. van Rotterdam has 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 Mr. van Rotterdam and any director or
executive officer of the Company, and Mr. van Rotterdam does not 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 Mr.
van Rotterdam and any other persons pursuant to which they were appointed as
directors of the Company.
Retirement of John E. Caldwell and Decision of Dr. Jeffrey A. Graves Not to
Stand for Re-Election
Effective as of the Company's 2021 annual meeting of shareholders, Mr. John E.
Caldwell will be retiring from the Board. In addition, on March 11, 2021, Dr.
Jeffrey A. Graves communicated his decision not to stand for re-election to the
Board. Accordingly, Dr. Graves' term as a director will end effective as of the
Company's 2021 annual meeting of shareholders. Neither Mr. Caldwell's retirement
nor Dr. Graves' decision not to stand for re-election is the result of any
disagreement with the Company.
Item 8.01. Other Events.
On March 17, 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.
99.1 Press release dated March, 17, 2021
104 Cover Page Interactive Data File - The cover page of this Current Report on
Form 8-K filed on March 17, 2021, formatted in Inline XBRL
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