Business Context and Reporting Period
This Form 8-K Current Report was filed by Amprius Technologies, Inc. on August 12, 2024. The filing addresses corporate governance changes, specifically the departure of a director and the election of a new director to the Board.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Director Resignation: Mary Gustanski resigned from the Board of Directors and all committees effective August 12, 2024. The resignation was not due to any disagreement regarding operations, policies, or practices.
- Director Election: Livingston "Tony" Satterthwaite was elected as a Class II director on August 13, 2024, to fill the vacancy. His term expires at the 2027 annual meeting.
- Committee Appointment: Mr. Satterthwaite was appointed to the Compensation Committee.
Outlook, Risks, and Management Commentary
The Board determined that Mr. Satterthwaite is independent and meets New York Stock Exchange independence requirements. He will be compensated in accordance with the Company's policy for outside directors as disclosed in the proxy statement filed on April 25, 2024. Mr. Satterthwaite has entered into an indemnification agreement covering expenses related to his service. There are no reported material transactions involving Mr. Satterthwaite or his immediate family since the beginning of the last fiscal year.
Investor Verification Checklist
- Verify the independence status of the newly elected director, Livingston "Tony" Satterthwaite.
- Review the Company's proxy statement filed on April 25, 2024, for details on director compensation policies.
- Confirm the terms of the indemnification agreement filed as Exhibit 10.12 to the Form S-4 (August 9, 2022).
- Monitor future filings for any financial updates, as this 8-K contains no financial data.