UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
New Director Appointment
On July 23, 2021, Ms. Kathleen A. Bayless was appointed as a member of the Board of Directors (the “Board”) of Energous Corporation (the “Company”) and as a member of the audit committee of the Board, to serve until the 2022 annual meeting of stockholders or such time as a successor is duly elected.
Ms. Bayless will be compensated pursuant to the Company’s standard director compensation arrangement, including an initial equity award of 37,091 restricted stock units vesting over three years. Ms. Bayless has also entered into the Company’s standard indemnification agreement for directors. There are no arrangements or understandings between Ms. Bayless and any other person pursuant to which she was elected as a director. There are no transactions between the Company and Ms. Bayless that would require disclosure under Item 404(a) of Regulation S-K.
Chief Financial Officer Resignation
On July 23, 2021, Mr. Brian Sereda notified the Board of his intention to resign from his position as the chief financial officer (“CFO”) of the Company effective as of August 11, 2021, after which he will continue to support the Company in an advisory capacity for a period of time. Mr. William Mannina, the Company’s controller and VP of Finance will serve as acting CFO upon Mr. Sereda’s departure.
Acting Chief Executive Officer Appointment
Effective as of July 23, 2021, Mr. Cesar Johnston, the Company’s Chief Operating Officer and Executive Vice President of Engineering, was appointed as the Company’s Acting Chief Executive Officer. Upon his appointment, the Office of the CEO, which was comprised of Mr. Sereda, Mr. Johnston, and Mr. Neeraj Sahejpal, the Company’s Senior Vice President of Marketing and Business Development, was disbanded. Additional information regarding Mr. Johnston, including his biography, is described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 30, 2021.
On July 29, 2021, the Company issued a press release regarding Ms. Bayless’s, Mr. Johnson’s and Mr. Mannina’s appointments, which is included as Exhibit 99.1 to this Form 8-K. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated July 29, 2021 | |
| 104 | The cover page on this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
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.
| Date: July 29, 2021 | By: | /s/ Brian Sereda | ||||
| Brian Sereda | ||||||
| Senior Vice President, Chief Financial Officer and member of the Office of the CEO |