Business Context and Reporting Period
This Form 8-K Current Report was filed by Atomera Inc. on December 30, 2021. The filing addresses corporate governance changes under Item 5.02, specifically the appointment of a new director and the departure of a long-serving board member.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on board composition and director compensation arrangements.
Material Changes
- Board Appointment: Suja Ramnath was appointed as a director effective December 30, 2021, serving until the next annual meeting or until a successor is elected.
- Board Departure: Rinn Cleavelin, a director since 2009, notified the company he does not intend to stand for reelection.
- Compensation Structure:
- Initial Grant: Ms. Ramnath received a restricted stock award valued at $190,000, vesting in equal installments over four years.
- Annual Compensation: Future annual compensation includes $35,000 in cash and a restricted stock award valued at $95,000, vesting on the earlier of the one-year anniversary or the next annual meeting.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, management commentary on operations, or discussion of risks and contingencies. The document is limited to the disclosure of the director appointment and resignation.
Key Facts for Investor Verification
- Verify the exact number of shares issued for the $190,000 initial grant based on the closing stock price on the trading day preceding the grant approval.
- Confirm the date of the next annual meeting of stockholders to determine the exact vesting schedule for the annual $95,000 restricted stock award.
- Review the company's proxy statement for the upcoming annual meeting to confirm the slate of director nominees following Mr. Cleavelin's departure.