VerifyMe Appoints New CFO, Scott R. Vowels

TL;DR

VerifyMe names Scott Vowels as new CFO, replacing Wencel.

AI Summary

VerifyMe, Inc. announced on March 12, 2024, the appointment of Scott R. Vowels as Chief Financial Officer, effective immediately. Vowels previously served as the company's interim CFO and brings extensive financial leadership experience to the role. The company also reported on the departure of its previous CFO, Jeffrey A. Wencel.

Why It Matters

The appointment of a permanent CFO can signal increased financial stability and strategic direction for the company, potentially impacting investor confidence.

Risk Assessment

Risk Level: low — This filing primarily concerns a routine executive appointment and departure, with no immediate financial or operational risks indicated.

Key Players & Entities

• VerifyMe, Inc. (company) — Registrant
• Scott R. Vowels (person) — Appointed Chief Financial Officer
• Jeffrey A. Wencel (person) — Departed Chief Financial Officer
• March 12, 2024 (date) — Effective date of appointment

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share VRME The Nasdaq Capital M

Filing Documents

• d3152418k.htm (8-K) — 27KB
• 0001214659-24-004600.txt ( ) — 238KB
• vrme-20240312.xsd (EX-101.SCH) — 4KB
• vrme-20240312_def.xml (EX-101.DEF) — 26KB
• vrme-20240312_lab.xml (EX-101.LAB) — 36KB
• vrme-20240312_pre.xml (EX-101.PRE) — 25KB
• d3152418k_htm.xml (XML) — 5KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 801 International Parkway , Fifth Floor , Lake Mary , Florida 32746 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (585) 736-9400 _____________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share VRME The Nasdaq Capital Market Warrants to Purchase Common Stock VRMEW The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Short Term Incentive Plan On March 12, 2024, the Compensation Committee of the Board of Directors (the "Committee") of VerifyMe, Inc. (the "Company") approved a short term incentive cash bonus plan (the "Plan"). The Plan is available to nearly all of the Company's employees, including Nancy Meyers, the Company's Chief Financial Officer, and Curt Kole, Executive Vice President, Global Sales and Strategy of PeriShip Global, LLC. Under the Plan, Ms. Meyers is eligible to receive a cash bonus up to 15% of her annual base salary as of January 1 each year, subject to upward adjustment, and Mr. Kole is eligible to receive a cash bonus equal to 6% of his annual base salary as of January 1 each year, set annually by the Committee. Only if the Adjusted EBITDA target is achieved, the remaining 50% of the bonus is based on achieving 100% of a revenue performance goal to be set annually by the Committee. Under the plan, the bonus amount can be adjusted upward if the revenue performance goal is exceeded in an amount equal to the total target bonus multiplied by the same percentage that revenue exceeds the revenue performance goal, up to a maximum of 150 percent. A copy of the Plan will be filed with the Company's Quarterly Report on Form 10-Q for the three-months ending March 31, 2024. Change to CEO Cash Bonus On March 12, 2024, the Committee approved a change to the cash bonus for Adam Stedham, the Company's Chief Executive Officer. Mr. Stedham's annual bonus, if achieved, will now be payable at Mr. Stedham's discretion in either cash or in an amount of the Company's common stock determined by dividing the cash value of the earned bonus by the 30-day VWAP of the Company's shares on the day the Board of Directors approves the bonus. 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. VerifyMe, Inc. Date: March 15, 2024 By: /s/ Adam Stedham Adam Stedham Chief Executive Officer and President

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