eGain Corp Files 8-K: Material Agreements, Officer Changes
Ticker: EGAN · Form: 8-K · Filed: Sep 26, 2025 · CIK: 1066194
| Field | Detail |
|---|---|
| Company | Egain Corp (EGAN) |
| Form Type | 8-K |
| Filed Date | Sep 26, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.001, $37,500, $48,750, $26,250 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, corporate-governance, officer-changes
TL;DR
eGain Corp 8-K: New deals, exec shake-ups, bylaws changed. Watch this space.
AI Summary
eGain Corporation filed an 8-K on September 22, 2025, reporting several key events. These include the entry into a material definitive agreement, changes in directors and officers, amendments to its articles of incorporation or bylaws, and potential waivers of its code of ethics. The filing also lists financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions at eGain Corporation, including new agreements and potential leadership changes, which could impact its business operations and strategic direction.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements and changes in directors/officers, which can introduce uncertainty or signal strategic shifts.
Key Players & Entities
- eGain Corporation (company) — Registrant
- September 22, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 77-0466366 (identifier) — EIN
- 001-35314 (identifier) — SEC File Number
FAQ
What is the nature of the material definitive agreement entered into by eGain Corporation?
The filing does not specify the details of the material definitive agreement, only that one was entered into.
What specific changes occurred regarding directors or officers?
The filing indicates departures of directors or certain officers, election of directors, and appointment of certain officers, but does not name individuals or provide specifics in the provided text.
Were there any amendments to eGain's articles of incorporation or bylaws?
Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws' as an item of information.
Does the filing mention any waivers of eGain's code of ethics?
Yes, the filing includes 'Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics' as an item of information.
What is the earliest event date reported in this 8-K filing?
The earliest event date reported is September 22, 2025.
Filing Stats: 924 words · 4 min read · ~3 pages · Grade level 12.2 · Accepted 2025-09-26 16:03:44
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share EGAN The Nasdaq Stock Mar
- $37,500 — fiscal year ended June 30, 2025 was (i) $37,500 for Chief Executive Officer, Ashutosh R
- $48,750 — f Executive Officer, Ashutosh Roy, (ii) $48,750 for Chief Financial Officer, Eric N. Sm
- $26,250 — ancial Officer, Eric N. Smit, and (iii) $26,250 for Senior Vice President, Products and
Filing Documents
- egan-20250922x8k.htm (8-K) — 50KB
- egan-20250922xex3d2.htm (EX-3.2) — 288KB
- egan-20250922xex10d1.htm (EX-10.1) — 136KB
- 0001066194-25-000014.txt ( ) — 653KB
- egan-20250922.xsd (EX-101.SCH) — 4KB
- egan-20250922_lab.xml (EX-101.LAB) — 16KB
- egan-20250922_pre.xml (EX-101.PRE) — 11KB
- egan-20250922x8k_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 22, 2025, the Board of Directors (the "Board") of eGain Corporation ("eGain") approved an updated form of indemnification agreement for its directors and executive officers (the "Indemnification Agreement"), and eGain entered into an Indemnification Agreement with each of its directors and executive officers (each, an "Indemnitee"). The Indemnification Agreement provides that eGain will indemnify each Indemnitee to the fullest extent permitted under Delaware law, and to provide for coverage of each Indemnitee under eGain's directors' and officers' insurance policies. The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On September 22, 2025, the Compensation Committee of the Board approved variable annual cash compensation to eGain's executive officers based on 75% of target amounts. The compensation approved for the fiscal year ended June 30, 2025 was (i) $37,500 for Chief Executive Officer, Ashutosh Roy, (ii) $48,750 for Chief Financial Officer, Eric N. Smit, and (iii) $26,250 for Senior Vice President, Products and Services, Rao J. Chandrasekhar. No changes were made to the executive officers' base salaries.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Also on September 22, 2025, the Board approved to amend and restate eGain's bylaws (the "Bylaws"), effective immediately. The Bylaws were amended and restated to, among other things: revise the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings; revise the advance notice windows for nominations and other business; add procedural parameters relating to stockholder-requested special meetings; expand the authority that may be delegated to Board committees; provide the chairperson of a meeting of stockholders with authority to adjourn such meeting whether or not a quorum is present; permit electronic delivery of stockholder communications; revise indemnification and advancement provisions; and include a forum selection provision. The Bylaws were also amended and restated for certain technical and clarifying changes. The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On September 22, 2025, the Board adopted amendments to eGain's Code of Ethics and Business Conduct (the "Code") applicable to all employees, officers and directors, to update and clarify certain provisions of the Code. The amendments to the Code did not relate to or result in any waiver of any provision of the Code in effect prior to the amendments. A copy of the Code is available on eGain's website at www.egain.com . Information on eGain's website shall not be deemed incorporated by reference into, or deemed to be part of, this Current Report on Form 8-K.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.2 Amended and Restated Bylaws of eGain, as amended and restated on September 22, 2025. 10.1 Form of Indemnification Agreement. 2 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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. Date: September 26, 2025 eGain Corporation By: /s/ Eric N. Smit Eric N. Smit Chief Financial Officer 4