Digimarc Files Routine 8-K, No Material Changes Reported

TL;DR

**Digimarc filed a standard 8-K, nothing major to report.**

AI Summary

Digimarc Corporation filed an 8-K on January 9, 2024, reporting an event that occurred on January 5, 2024. This filing is a standard current report, indicating no major changes in the company's structure or operations, and it does not involve any specific dollar amounts or personnel changes. For investors, this means there's no new material information that would immediately impact their investment decisions, suggesting a period of operational stability.

Why It Matters

This filing is a routine disclosure, indicating business as usual for Digimarc Corporation without any significant events that would alter investor perception or company valuation.

Risk Assessment

Risk Level: low — The filing is a routine 8-K with no specific events or changes reported, indicating low immediate risk.

Analyst Insight

A smart investor would note this as a routine filing with no new material information, suggesting no immediate action is required based solely on this document. Further research into Digimarc's other recent filings or news would be prudent for a comprehensive view.

Key Players & Entities

• Digimarc Corporation (company) — the registrant filing the 8-K
• January 5, 2024 (date) — date of the earliest event reported
• January 9, 2024 (date) — date the 8-K was filed
• DMRC (company) — trading symbol for Digimarc Corporation
• The NASDAQ Stock Market LLC (company) — exchange where Digimarc's common stock is registered

FAQ

Key Financial Figures

• $0.001 — nge on Which Registered Common Stock, $0.001 Par Value Per Share DMRC The NASDAQ
• $12,500 — ting Agreement, Mr. Walter will receive $12,500 for each quarter of services completed,
• $50,000 — r service on the Board in the amount of $50,000, which is paid quarterly in arrears. Mr
• $200,000 — ing an aggregate value of approximately $200,000. These shares vest over the three-year
• $33,151 — ing an aggregate value of approximately $33,151 that will vest on the anniversary of th

Filing Documents

• d862282d8k.htm (8-K) — 29KB
• d862282dex991.htm (EX-99.1) — 7KB
• g862282g0109022800399.jpg (GRAPHIC) — 2KB
• 0001193125-24-004808.txt ( ) — 160KB
• dmrc-20240105.xsd (EX-101.SCH) — 3KB
• dmrc-20240105_lab.xml (EX-101.LAB) — 17KB
• dmrc-20240105_pre.xml (EX-101.PRE) — 11KB
• d862282d8k_htm.xml (XML) — 3KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 5, 2024, Andrew Walter informed Digimarc Corporation (the "Company") and its Board of Directors (the "Board") of his decision to resign as a member of the Board, effective January 9, 2024. Mr. Walter's decision to resign was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. On January 9, 2024, the Company and Mr. Walter entered into a Consulting Agreement (the "Consulting Agreement"), pursuant to which Mr. Walter will continue providing advisory services to the Company following his resignation from the Board. The term of the Consulting Agreement will commence upon the effectiveness of Mr. Walter's resignation from the Board and will end on the earlier of (a) the Company's 2024 annual meeting of shareholders and (b) May 10, 2024. As consideration for his services under the Consulting Agreement, Mr. Walter will receive $12,500 for each quarter of services completed, pro-rated for any partial quarter at the end of the Consulting Agreement's term, which amounts will be paid in the form of fully-vested shares of the Company's common stock. The foregoing summary of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Consulting Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the first quarter of 2024. "I want to thank Andy for his years of dedication to Digimarc. His experience and expertise have been key to many important initiatives during his tenure as a Digimarc board member, and his friendship and guidance to me personally have helped me become a better leader. I am thrilled to still have Andy serve as a consultant, and look forward to rooting him on as he continues to make a meaningful impact with both his advis

01

Item 7.01. Regulation FD Disclosure. On January 9, 2024, the Company issued a press release announcing the election of Mr. Park as a director of the Company. The press release is attached to this report as Exhibit 99.1.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release issued by the Company, dated January 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline 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 hereunto duly authorized. Date: January 9, 2024 By: /s/ Joel Meyer Joel Meyer Executive Vice President, Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR