AWARE Inc. Reports Officer/Director Changes, Comp. Arrangements

TL;DR

**AWARE Inc. just reported executive changes and compensation updates, signaling potential shifts.**

AI Summary

AWARE, Inc. filed an 8-K on January 18, 2024, reporting an event that occurred on January 17, 2024, related to the departure or election of directors/officers and compensatory arrangements. This filing also indicates that matters were submitted to a vote of security holders. For investors, this matters because changes in leadership or executive compensation can signal shifts in company strategy or financial health, potentially impacting stock performance.

Why It Matters

Changes in executive leadership and compensation can directly influence a company's strategic direction and operational efficiency, which are key drivers of stock value.

Risk Assessment

Risk Level: medium — Changes in leadership can introduce uncertainty, but the specific details of the changes are not yet public, making the risk moderate.

Analyst Insight

A smart investor would monitor subsequent filings or press releases from AWARE, INC. for specific details regarding the reported executive changes and compensation arrangements, as these details will clarify the impact on the company's future direction and financial health.

Key Numbers

• $0.01 — Par value per share (This is the stated par value of AWARE, INC.'s Common Stock.)
• 000-21129 — Commission File Number (This is the SEC file number for AWARE, INC.)
• 04-2911026 — IRS Employer Identification No. (This is the IRS Employer Identification Number for AWARE, INC.)

Key Players & Entities

• AWARE, INC. (company) — the registrant filing the 8-K
• January 17, 2024 (date) — date of the earliest event reported
• January 18, 2024 (date) — date the 8-K was filed
• AWRE (company) — trading symbol for AWARE, INC.
• The Nasdaq Global Market (company) — exchange where AWRE is registered
• $0.01 (dollar_amount) — par value per share of Common Stock

FAQ

Filing Documents

• awre-20240117.htm (8-K) — 53KB
• awre-ex10_1.htm (EX-10.1) — 141KB
• awre-ex10_2.htm (EX-10.2) — 46KB
• awre-ex10_3.htm (EX-10.3) — 41KB
• awre-ex10_4.htm (EX-10.4) — 30KB
• 0000950170-24-005411.txt ( ) — 425KB
• awre-20240117.xsd (EX-101.SCH) — 29KB
• awre-20240117_htm.xml (XML) — 4KB

07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On January 17, 2024, we held a Special Meeting of Stockholders (the “ Special Meeting ”). A total of 20,990,819 shares of our common stock were outstanding as of November 8, 2023, the record date for the Special Meeting. At the Special Meeting, our stockholders voted (i) to approve a stock option exchange program for certain eligible employees, including executive officers, to exchange certain outstanding stock options for stock options with a lower exercise price and (ii) to approve the Aware, Inc. 2023 Equity and Incentive Plan, which will replace our 2001 Nonqualified Stock Plan. Set forth below are the matters acted upon at the Special Meeting and the final voting results on each matter as reported by our inspector of elections. 1. To approve a stock option exchange program for certain eligible employees, including executive officers, to exchange certain outstanding stock options for stock options with a lower exercise price. For Against Abstain Broker Non-Votes 10,214,546 5,583,466 3,951 0 2. To approve the Aware, Inc. 2023 Equity and Incentive Plan, which will replace the 2001 Nonqualified Stock Plan. For Against Abstain Broker Non-Votes 13,533,001 1,521,479 747,483 0

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Number Exhibit Description 10.1 Aware, Inc. 2023 Equity and Incentive Plan 10.2 Form of Incentive Stock Option Agreement Under the Aware, Inc. 2023 Equity and Incentive Plan 10.3 Form of Nonstatutory Stock Option Agreement Under the Aware, Inc. 2023 Equity and Incentive Plan 10.4 Form of Restricted Stock Unit Award Agreement Under the Aware, Inc. 2023 Equity and Incentive Plan 104 Cover Page Interactive Data File (embedded within XBRL document) 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, thereunto duly authorized. AWARE, INC. Dated: January 18, 2024 By: /s/ David K. Traverse David K. Traverse Principal Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR