false 0001036044 0001036044 2023-10-04 2023-10-04

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2023

 

 

IDENTIV, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-29440   77-0444317

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

2201 Walnut Avenue, Suite 100,

Fremont, California

     94538
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 250-8888

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of exchange
on which registered

Common Stock, $0.001 par value per share   INVE   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 4, 2023, the board of directors (the “Board”) of Identiv, Inc. (the “Company”) unanimously approved an amendment (the “Amendment”) of the offer letter agreement dated as of September 14, 2015 by and between Steven Humphreys, Chief Executive Officer of the Company, and the Company (the “Employment Letter Agreement”). In approving the Amendment, the Board noted that it had not adjusted Mr. Humphreys’ salary since he entered into the Employment Letter Agreement in September 2015, including when he voluntarily elected to receive his compensation in stock instead of cash.

Pursuant to the Amendment, Mr. Humphreys’ annual base salary shall be $550,000 effective as of September 1, 2023 and his variable quarterly bonus target shall be $100,000 effective October 1, 2023. Mr. Humphreys’ base salary and his quarterly bonus (to the extent earned) will continue to be paid entirely in the form of common stock of the Company, except for amounts withheld in cash to cover taxes and other voluntary and involuntary payroll deductions and withholdings. The quarterly variable compensation will be based on performance metrics established by the Board.

In addition, the Board approved a reinstatement and modification of a prior conditional restricted stock unit (“RSU”) commitment to issue as follows: in the event of (i) a sale or merger of a material business unit at a price and on terms determined by the Board to constitute a qualifying transaction or (ii) a Change of Control (as defined in the Employment Letter Agreement) (each, a “Corporate Event”) within four years (i.e., prior to October 4, 2027) and subject to Mr. Humphreys’ continued employment with the Company, except as provided in the Amendment, the Company will grant Mr. Humphreys 365,000 fully vested RSUs, effective as of immediately prior to the consummation of the Corporate Event, which will settle for either stock or cash upon the consummation of the Corporate Event, in accordance with the Amendment. This commitment follows the recent expiration of a previous commitment to issue 365,000 vested RSUs in the event of a Change in Control occurring prior to August 2023.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.

   

Description

10.1*    Amendment to Employment Letter Agreement dated as of October 4, 2023 between the Company and Steven Humphreys.
104     Cover page Interactive data file (embedded within the inline XBRL document).

 

*

Denotes management compensatory contract or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

              Identiv, Inc.
October 11, 2023     By:  

/s/ Justin Scarpulla

     

Justin Scarpulla

Chief Financial Officer

Exhibit 10.1

October 4, 2023

Steven Humphreys

Via email to

Re: Amendment to Employment Letter Agreement

Dear Steve:

This letter agreement (the “Amendment”) reaffirms and amends the offer letter agreement between you and Identiv, Inc. (the “Company”) dated September 14, 2015 (the “Employment Letter Agreement”) as follows:

1. Base Salary; Annual Performance Bonus

Effective as of September 1, 2023, your base salary will be $550,000 on an annualized basis (the “Base Salary”). The Base Salary will continue to be paid to you in the form of fully vested common stock of the Company, except for amounts withheld in cash to cover taxes and other voluntary and involuntary payroll deductions and withholdings.

In addition to your Base Salary, you will be eligible to earn a quarterly performance bonus of up to $100,000 at the end of each fiscal quarter beginning with the fourth fiscal quarter starting October 1, 2023.

Performance bonus criteria for the remainder of 2023 will, with respect to the quarter ended September 30, 2023, be based on the existing revenue and net income targets and, with respect to the fourth fiscal quarter ending December 31, 2023 and thereafter be established based on the Company’s performance metrics and specific thresholds set forth in the operating plan approved by the Board of Directors (the “Board”) from time to time. Performance achieved will be evaluated on a quarterly basis. Your Base Salary and incentive compensation will be subject to periodic review and adjustment by the Board in accordance with Company practices.

All other terms contained in the Employment Letter Agreement under the heading “Compensation, Benefits” will remain unchanged.

2. Corporate Event RSU Award

Subject to your continued employment with the Company (except as provided below), if the Company undergoes either (i) a sale or merger of a material business unit at a price and on terms determined by the Board to constitute a qualifying transaction or, (ii) a Change of Control (as defined in the Employment Letter Agreement) (each, a “Corporate Event”) on or before the fourth (4th) anniversary of the date of this Amendment (the “Deadline”), then you will be granted an award of 365,000 fully vested restricted stock units (the “Corporate Event RSU Award”) effective as of immediately prior to the consummation of the Corporate Event, which will settle for either stock or cash (as provided below) upon the consummation of the Corporate Event.

If you are terminated by the Company without Cause or you are Constructively Terminated (each as defined in the Employment Letter Agreement) within six (6) months prior to the consummation of a Corporate Event that occurs prior to the Deadline (a “Qualifying Termination”), you will remain eligible to receive the Corporate Event RSU Award, subject to you providing an Enforceable Release (as defined in the Employment Letter Agreement) within the timeframe provided in the Employment Letter Agreement.

In addition, if either (A) your right to receive the Corporate Event RSU Award occurs after a Qualifying Termination or (B) you are employed as of the Corporate Event but there are insufficient shares available under the Company’s 2011 Incentive Compensation Plan (the “Plan”) to fund the shares underlying the Corporate Event RSU Award, then (x) in the case of foregoing clause A, in lieu of shares issued on settlement of the award, you will be entitled to receive a cash payment upon the consummation of the Corporate Event in an amount equal to the per share Fair Market Value (as defined in the Plan) of the Company’s common stock as of the consummation of the Corporate Event multiplied by 365,000 and (y) in the case of the foregoing clause B, in lieu of settlement of the award fully in shares, you will be entitled to receive upon the consummation of the Corporate Event shares to the extent available for issuance to you under the Plan plus a cash payment in an amount equal to such per share Fair Market Value multiplied by the difference between 365,000 and the number of shares so issued to you.

Except as expressly modified by this Amendment, all of the terms and provisions of the Employment Letter Agreement are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein.

[Signature page follows]

 

- 2 -

I am pleased to confirm the terms of this Amendment to you on behalf of the Company. Please sign and date this Amendment to confirm your agreement to the terms described above and return it to me. For the purposes of this Agreement, a facsimile or electronic signature shall serve as an original.

 

Sincerely,
IDENTIV, INC.
By:   /s/ Gary Kremen
  Gary Kremen, for the Board of Directors

 

AGREED AND ACCEPTED:      
/s/ Steven Humphreys       10/6/2023
Steven Humphreys       Date

 

- 3 -

v3.23.3
Document and Entity Information
Oct. 04, 2023
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001036044
Document Type 8-K
Document Period End Date Oct. 04, 2023
Entity Registrant Name IDENTIV, INC.
Entity Incorporation State Country Code DE
Entity File Number 000-29440
Entity Tax Identification Number 77-0444317
Entity Address, Address Line One 2201 Walnut Avenue
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Fremont
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94538
City Area Code (949)
Local Phone Number 250-8888
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol INVE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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