Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 17, 2022, André Pienaar notified the nominating and corporate governance
committee (the "NCG Committee") of the board of directors (the "Board") of
IronNet, Inc. (the "Company") of his intent not to stand for re-election at the
2022 Annual Meeting of Stockholders (the "Annual Meeting"). Mr. Pienaar's term
as a director and as a member of the NCG Committee will end upon the conclusion
of the Annual Meeting. The Board has appointed Mary Gallagher, a current
director of the Company, to serve on the NCG Committee following the Annual
Meeting.
Following the Annual Meeting, the authorized size of the Board will be ten
members. On May 20, 2022, the Board reclassified the members of the Board into
three classes of nearly equal size following the expiration of Mr. Pienaar's
term. To effect this change, VADM Jan E. Tighe (Ret.) resigned as a Class III
director whose term was scheduled to expire at the annual meeting of
stockholders to be held in 2024 and was immediately reappointed as a Class I
director to stand for re-election at the Annual Meeting. If re-elected, her term
would expire at the annual meeting of stockholders to be held in 2025.
The Company and VADM Tighe did not enter into any new plan, contract,
arrangement or compensatory plan in connection with her resignation and
reappointment, and there is no arrangement or understanding between her and any
other person pursuant to which she was appointed to serve as a Class I director.
VADM Tighe's resignation and reappointment were effected solely to reclassify
the Board, and for all other purposes, her service on the Board is deemed to
have continued uninterrupted without any break in service.
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