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): April 9, 2018

 

RESONANT INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-36467

 

45-4320930

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

 

 

110 Castilian Drive, Suite 100

 

 

 

 

Goleta, California

 

93117

 

 

(Address of Principal Executive Offices)

 

(Zip Code)

 

(805) 308-9803

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 ( see General Instruction A.2. below):

 

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))

 

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 x

 

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. x

 

 

 



 

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Compensation of Officers

 

On April 9, 2018, the Compensation Committee (the “ Compensation Committee ”) of the Board of Directors of Resonant Inc. (the “ Company ”) unanimously approved increases in the annual base salary payable to Jeff Killian, the Company’s Chief Financial Officer, and Robert Hammond, the Company’s Chief Technology Officer, each of whom is a “named executive officer” of the Company, in the amounts set forth opposite their names below. Such increases will take effect retroactively as of February 1, 2018.

 

Executive

 

Old Annual
Base Salary

 

New Annual
Base Salary

 

Jeff Killian

 

$

276,070

 

$

305,000

 

Robert Hammond

 

$

255,836

 

$

263,961

 

 

Annual Long-Term Incentive Awards

 

The Compensation Committee awarded restricted stock units (“ RSUs ”) under the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan to George Holmes, our Chief Executive Officer, and each of the other “named executive officers” of the Company in the amounts set forth opposite their names below. Such RSUs will vest in four equal annual installments on December 1, 2018, 2019, 2020 and 2021, provided the recipient remains employed by the Company until the vesting date.

 

Executive

 

Number of RSUs

 

George Holmes

 

96,053

 

Jeff Killian

 

40,132

 

Robert Hammond

 

34,732

 

 

2



 

SIGNATURES

 

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: April 12, 2018

Resonant Inc.

 

 

 

By:

/s/ Jeff Killian

 

 

Jeff Killian

 

 

Chief Financial Officer

 

3