Audioeye Inc 8-K, filed Sep 21, 2021
Audioeye Inc (AEYE)
About this 8-K
Audioeye Inc filed this 8-K on September 21, 2021, reporting on events of September 17, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2021 (the “Effective Date”), Christopher Hundley, age 46, was appointed President of AudioEye, Inc. (the “Company”). Mr. Hundley served as the Company’s Chief Technology Officer from March 2021 to September 17, 2021. From August 2018 to March 2020, Mr. Hundley served in engineering leadership roles for Drift, a hypergrowth startup that created the conversational marketing category. From September 2014 to August 2018, Mr. Hundley served as the Chief Executive Officer and Chief Technology Officer for Siftrock, an email marketing automation SaaS company Mr. Hundley founded that was acquired by Drift in 2018.
In addition, on the Effective Date, Mr. Varacalli, the Company’s President, was appointed Chief Operating Officer of the Company. Mr. Varacalli served as President beginning in August 2020 and was Chief Technology Officer of the Company from June 2020 until August 2020. From June 2019 to May 2020, he was Founding Partner of Kickstand LLC, a software agency in Portland, Oregon. From August 2015 until May 2019, Mr. Varacalli was Director of Engineering at The Kroger Co. in Cincinnati, Ohio where he managed teams of software engineers.
There are no arrangements or understandings between Mr. Hundley or Mr. Varacalli and any other person pursuant to which he was selected as an officer of the Company. There are no family relationships between Mr. Hundley or Mr. Varacalli and any director or executive officer of the Company. Mr. Hundley and Mr. Varacalli are not and have not been a party to any transaction required to be disclosed herein pursuant to Item 404(a) of Regulation S-K.
Mr. Hundley is party to an Offer Letter (the “Offer Letter”) with the Company, which provides for an annual base salary of $350,000. Pursuant to the Offer Letter, in April 2021, Mr. Hundley was granted: (a) 35,335 restricted stock units (“RSUs”) under the AudioEye, Inc. 2020 Equity Incentive Plan (the “2020 Plan”), which RSUs vest in three equal annual installments commencing on the first anniversary of March 22, 2021, Mr. Hundley’s employment start date, subject to Mr. Hundley’s continued service to the Company as of each of the vesting dates with respect to each tranche; and (ii) up to 23,556 performance stock units (“PSUs”) under the 2020 Plan, to be earned, if at all, in tranches over each of the years in the four-year period of 2021-2024, based on established performance goals for each of those years. Mr. Hundley was also granted 30,581 RSUs pursuant to the terms of the 2020 Plan in June 2021, which RSUs vest in three equal installments commencing on the first anniversary of June 15, 2021.
Mr. Hundley has also entered into a Confidentiality, Proprietary Rights, Non-Competition, and Non-Solicitation Agreement with the Company that includes standard confidentiality and assignment of work product provisions. This agreement also provides that Mr. Hundley will not, during his employment with the Company and for a one-year period thereafter, compete with the Company or solicit the Company’s employees, independent contractors or customers.
Mr. Varacalli’s cash compensation is being changed to a base salary of $275,000, with no bonus opportunity.
Item 7.01 Regulation FD Disclosure.
On September 21, 2021, the Company issued a press release announcing the matters described in Item 5.02, above. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number |
Description |
| 99.1 | Press release issued September 21, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| September 21, 2021 | AudioEye, Inc. | |
| (Registrant) | ||
| By | /s/ James Spolar | |
| Name: James Spolar | ||
| Title: General Counsel and Secretary | ||
Exhibit 99.1
AudioEye Promotes Executives to Facilitate Further Growth and Scale
TUCSON, Ariz., September 21, 2021 — AudioEye, Inc. (NASDAQ: AEYE), the industry-leading digital accessibility platform, today announced the promotion of Chris Hundley, Dominic Varacalli, and Mase Gray to facilitate future growth and scale.
Chris Hundley has been promoted from Chief Technology Officer to President to lead efforts for departmental alignment on go-to-market and other strategic initiatives and support interim CEO David Moradi on operations and growth.
Dominic Varacalli’s role has changed from President to Chief Operating Officer. In his new role, Dominic will continue to focus on areas where he has added significant value in bringing top-notch service to our customers while delivering margin efficiency for the business. He will also manage HR and facilities operations.
Mase Gray will transition from Chief Architect to Chief Technology Officer. Mase joined AudioEye from Facebook in June, where he served as a product and technical lead for advanced workload and data management infrastructure, powering their next-generation advertising systems. Mase will focus on shaping AudioEye's product and technical strategy to support the Company's growth and building a world class engineering team.
“AudioEye has made tremendous progress over the past couple of years across its revenue, margins, product, and technology,” said Interim CEO David Moradi. “This has allowed us to attract amazing talent to our leadership team, with successful track records of scaling operations across world-class businesses, such as Facebook, Amazon, Pinterest, Uber, and Oracle. This level of experience has allowed us to move faster, with a larger impact. These new and exciting changes will drive our company growth as we create powerful systems, culture, and teams for scalable, repeatable, and sustainable excellence. Every day I wake up feeling more energized than the last. It’s an exciting time to be at AudioEye.”
Offering a complete solution for web accessibility, AudioEye technology is continuously improving through data-driven automation coupled with subject matter experts. This hybrid approach enables companies of all sizes to address the challenges of digital accessibility while providing peace of mind that their accessibility solutions are compliant with ADA, WCAG, and other relevant laws and regulations. Using inclusive design to serve the needs of all customers allows businesses to unlock a multi-trillion dollar market opportunity and revenue growth potential.
About AudioEye
AudioEye is an industry-leading digital accessibility platform delivering trusted ADA and WCAG accessibility compliance at scale. Through patented technology, subject matter expertise, and proprietary processes, AudioEye is eradicating all barriers to digital access, helping creators build accessible content and supporting them with ongoing advisory and automated upkeep. Trusted by the FCC, ADP, SSA, Samsung, and others, AudioEye helps identify and resolve issues of accessibility and enhance user experiences, automating digital accessibility for the widest audiences. AudioEye stands out among its competitors because it delivers human-in-the-loop machine learning accessibility remediations without making fundamental changes to website architecture, source code audits, browser-based tools, and continuous accessibility monitoring. Join our movement at www.audioeye.com.
Corporate Contact:
Dr. Carr Bettis, Executive Chairman
AudioEye, Inc.
cbettis@audioeye.com
Investor Contact:
Matt Glover or Tom Colton
Gateway
AEYE@gatewayir.com
(949) 574-3860 (edited)