8-K

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): December 28, 2021

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon

001-34108

26-2828185

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

9405 SW Gemini Drive, Beaverton Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(Registrant’s telephone number, including area code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Common Stock, $0.001 Par Value Per Share

DMRC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

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

Departure of Executive Vice President, Chief Legal Officer, and Secretary

On December 28, 2021, Robert Chamness, the Executive Vice President, Sustainability & Governance, Chief Legal Officer, and Secretary of Digimarc Corporation (the “Company”), notified the Company of his intention to retire from such offices, effective as of June 30, 2022 (the “Retirement Date”).

In connection with Mr. Chamness’s retirement, the Company has entered into a Separation Agreement and General Release with Mr. Chamness (the “Separation Agreement”), dated December 28, 2021. Pursuant to the Separation Agreement, Mr. Chamness will assist the Company through the Retirement Date with the Company’s annual reporting cycle and transition to a new Chief Legal Officer. If Mr. Chamness executes a supplemental release of claims following the Retirement Date, he will receive a lump sum payment of $84,975, and the vesting of 3,748 shares of restricted stock previously awarded to Mr. Chamness will be accelerated.

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: December 29, 2021


By:		/s/ Charles Beck
		Charles Beck
		Executive Vice President, Chief Financial Officer and Treasurer

Digimarc Corporation filed SEC Form 8-K: Leadership Update