Business Context and Reporting Period
This Form 8-K Current Report was filed by Newton Golf Company, Inc. (Nasdaq: NWTG) on May 19, 2026. The filing reports a corporate governance event: the appointment of a new director to the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
The material change reported is the appointment of Gregg Hemphill as a director, effective May 19, 2026. Mr. Hemphill has been designated as an independent director and appointed to the Audit, Compensation, and Nominating Committees. He will serve until the 2026 annual meeting of stockholders or until his successor is elected.
Guidance, Outlook, and Compensation Details
The filing provides no forward-looking guidance, outlook, or management commentary regarding business operations. It details the following compensatory arrangements for Mr. Hemphill:
- Annual Cash Retainer: $30,000, payable quarterly in arrears on a pro-rata basis.
- Annual RSU Grant: Restricted Stock Units with a grant date fair value of $37,500, vesting on the 12-month anniversary of the grant date.
- Initial RSU Award: An immediate award with a grant date fair value of $30,000, vesting on the 12-month anniversary of the grant date.
The filing states there are no undisclosed relationships or related transactions requiring reporting under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the independence status of Gregg Hemphill under Nasdaq Listing Rules.
- Confirm the total equity compensation value ($67,500 in RSUs) relative to the company's current share price and dilution impact.
- Review the Company's 2022 Equity Incentive Plan to understand vesting conditions and forfeiture risks.
- Check for any subsequent filings regarding the 2026 annual meeting of stockholders where Mr. Hemphill's term will be finalized.