8-K
ClearSign Technologies Corp (CLIR)
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):February 18, 2023
CLEARSIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in Charter)
| Washington | 001-35521 | 26-2056298 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission File No.) | (IRS Employee Identification No.) |
12870 Interurban Avenue South
Seattle**,Washington 98168**
(Address of Principal Executive Offices)
206-673-4848
(Issuer Telephone number)
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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c)) |
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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 | CLIR | 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 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<br> company ¨ |
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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. |
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On February 18, 2023, Susanne Meline notified the Board of Directors (the “Board”) of ClearSign Technologies Corporation (the “Company”) that she will resign from the Board, effective immediately prior to the appointment of Catharine de Lacy as a member of the Board, which occurred on February 21, 2023 (the “Effective Date”), as more fully described below. At the time of her resignation, Ms. Meline was the chairperson of the Board’s Nominating and Corporate Governance Committee (the “Nominating Committee”), a member of the Board’s Audit Committee (the “Audit Committee”) and Compensation Committee and the Board’s Lead Independent Director. On February 18, 2023, the Board, upon Ms. Meline’s resignation, appointed Judith Schrecker to be the Board’s new Lead Independent Director. Ms. Meline’s decision to resign was not as a result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
In connection with Ms. Meline’s resignation, the Board, upon recommendation of the Nominating Committee, appointed Catharine de Lacy as a new director to fill the vacancy created by Ms. Meline’s resignation, effective as of the Effective Date.
As an independent director, Ms. de Lacy has also been appointed to serve as chairperson of the Nominating Committee and as a member of the Audit Committee.
Ms. de Lacy, age 64, has extensive experience in environmental, social and corporate governance (“ESG”), public affairs and risk management in a wide range of industries, including oil and gas, energy markets, manufacturing and others. Since 2007, Ms. de Lacy has served as the co-founder and managing director of Riar Associates, LLC, where she advises clients on a variety of topics, including ESG. From 2015 to 2020, Ms. de Lacy held management positions at Albemarle Corp., focusing on public and regulatory affairs, and sustainability. Before that, Ms. de Lacy was the Vice President of Global Stewardship at Clorox Corp. from 2011 to 2015. Ms. de Lacy also has board of directors experience, having served as a director, chairperson of the environmental health and safety committee and member of the audit committee of TORC Oil & Gas, Ltd., a company that was previously listed on the Toronto Stock Exchange from 2019 to 2021, and NTES LLC, a private company. Ms. de Lacy has a Bachelor of Science (B.S.) in Chemistry from Merrimack College, a Master of Science (M.S.) in Environmental Engineering and Public Health and multiple certifications, including a “Corporate Director Certificate” from Harvard Business School, a “Certificate of Risk Governance, and as a Qualified Risk Director” certificate from the DCRO Institute and an ESG Board Certification from UC Berkeley Law School.
In connection with her appointment, Ms. de Lacy received an offer letter from the Company, dated as of February 20, 2023 and effective as of the Effective Date (the “Offer Letter”), setting forth the terms of Ms. de Lacy’s services as a director and her compensation arrangement, which she accepted. Pursuant to the Offer Letter and in accordance with the Company’s director compensation policies, Ms. de Lacy will be granted restricted stock units (“RSUs”) under the Company’s 2021 Equity Incentive Plan valued on the grant date, which is the first day of every quarter that Ms. de Lacy serves on the Board (the “Grant Date”), at $15,000 for serving as a member of the Board, $1,625 for serving as chairperson of the Nominating Committee and $1,875 for serving as a member of the Audit Committee (such initial grant being the pro-rated portion of RSUs for the quarter ending March 31, 2023), and which amounts will then be payable quarterly on every Grant Date.
The foregoing description of the Offer Letter does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Offer Letter, which is included as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with her appointment, Ms. de Lacy has also entered into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 14, 2011.
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There are no arrangements or understandings between Ms. de Lacy and any other person pursuant to which he was selected as a director. There are no family relationships between Ms. de Lacy and any of our officers and directors and there is no transaction between the Company and Ms. de Lacy that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
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A copy of the Company’s press release announcing Ms. de Lacy’s appointment and Ms. Meline’s resignation described in Item 5.02 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
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d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Catharine de Lacy’s Offer Letter. |
| 10.2 | Form of Indemnification Agreement (incorporated by reference to<br> Exhibit 10.18 of the Registration Statement on Form S-1/A filed with the SEC on March 9, 2012). |
| 99.1 | Press Release dated February 23, 2023. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded<br> within the inline XBRL document). |
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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.
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
|---|---|---|
| Date: February 24, 2023 | By: | /s/ Colin J. Deller |
| Colin J. Deller | ||
| Chief Executive Officer |
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Exhibit 10.1
February 20th, 2023
Catharine de Lacy
Re: Board of Directors of ClearSign Technologies Corporation - Offer Letter
Dear Catharine de Lacy:
On behalf of ClearSign Technologies Corporation (the “Company,” “ClearSign,” “we,” “our” or “us”) and our Board of Directors (“Board”), I am pleased to offer you a position as a member of our Board. We look forward to working with you on the Board. Should you choose to accept this position as a member of the Board, including potential service on committees of the Board, this letter shall constitute an agreement (the “Agreement”) between you and the Company and contains all the terms and conditions relating to the services to be provided.
| 1. | Term. This Agreement shall be through the date of the<br>next annual shareholders’ meeting expected in early June 2023 and commencing on February 21, 2023. Your term as director shall<br>continue until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholders'<br>meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect. You also agree to resign<br>from the Board of Directors if requested by a majority of the then-sitting members of the Board. This Agreement shall be in effect as<br>long as you are a director on the Board. |
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| 2. | Services. You shall render services in the area of managing<br>or directing the Company's property, affairs and business (hereinafter, your “Duties”). You shall consult with other<br>members of the Board at meetings held quarterly, or more regularly if required, in locations determined by the Chairman of the Board<br>of the Company. You agree that your relationship with the Company will be that of a director and not that of an employee. Nothing in<br>this Agreement is intended to replace, supersede or diminish any of your duties to the Company as a director under state law. You also<br>agree to comply with all federal and state securities laws as well as Company policies, as applicable. |
| --- | --- |
| 3. | Services for Others. You are free to represent or perform<br>services for other persons during the term of this Agreement. However, you agree that you do not presently perform and do not intend<br>to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would<br>be, in any way, in conflict or competitive with the Company (except for companies previously disclosed by you to the Company in writing).<br>Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing<br>in advance (specifying the name of the organization for whom you propose to perform such services) and to provide sufficient information<br>to the Company to allow it to determine if the performance of such services would conflict with areas of interest to the Company. |
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| 4. | Compensation to Independent Directors. In consideration<br>for your service as a member of the Board of Directors of the Company, you will receive an award of restricted<br>stock units valued at $15,000 on the grant date, which will be the first day of every quarter that you serve on the Board. The Company<br>may also award additional restricted stock units to you on the first day of each quarter, with values ranging from $750 to $1,875 per<br>quarter, should you join any board committees. These restricted stock units will vest upon death, departure from the board or a “change<br>of control,” as such term is defined in the applicable Agreement as determined by the Compensation Committee and in accordance<br>with the terms and conditions of the Company's 2021 Equity Incentive Plan. The Company will also reimburse you for reasonable expenses<br>incurred in connection with the performance of your Duties as a director in accordance with the Company’s expense policy then in<br>effect. Should you join the Board or any committee of the Board after the first day of any quarter, you will receive an award of restricted<br>stock units that is pro-rated for the number of days remaining in such quarter. |
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| 5. | D&O Insurance Policy. You will be entitled to coverage<br>under our Directors and Officers liability insurance as then in effect. |
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| 6. | Assignment. Because of the personal nature of the services<br>to be rendered by you, this Agreement may not be assigned by you. The Company shall be free to transfer any of its rights under this<br>Agreement to any affiliate or third party. |
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| 7. | Confidential Information; Non-Disclosure. In consideration<br>of your access to the premises of the Company and your access to certain Confidential Information of the Company, in connection with<br>your business relationship with the Company, you hereby represent and agree as follows: |
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| a. | Definition. For purposes of this Agreement the term “Confidential<br>Information” means: |
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| i. | Any information which the Company possesses that has been created, discovered or<br>developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged;<br>or |
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| ii. | Any information that is related to the business of the Company and is generally<br>not known by non-Company personnel. |
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| iii. | By way of illustration, but not limitation, Confidential Information includes trade<br>secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under<br>copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,<br>development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses,<br>strategies, forecasts, customer and supplier identities, characteristics and Agreements. |
| --- | --- |
| b. | Exclusions. Notwithstanding the foregoing, the term Confidential Information<br>shall not include: |
| --- | --- |
| i. | Any information which becomes generally available to the public other than as a<br>result of a breach of the confidentiality portions of this Agreement, or any other Agreement requiring confidentiality between the<br>Company and you; |
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| ii. | Information received from a third party in rightful possession of such information<br>who is not restricted from disclosing such information; and |
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| iii. | Information known by you prior to receipt of such information from the Company,<br>which prior knowledge can be documented. |
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| 8. | Documents. You agree that, without the express written<br>consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs, data, records, machines or any<br>other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies<br>of same. In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of<br>the Company, you shall be deemed to have received the express written consent of the Company. In the event that you receive any such<br>documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly<br>of your possession of such documents or items. You agree to promptly return any such documents or items, along with any reproductions<br>or copies to the Company upon the Company's demand or upon termination of this Agreement or your departure from the Board. |
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| 9. | Non-Disparagement. **** You agree to forbear from<br>making, causing to be made, publishing, ratifying or endorsing any and all disparaging remarks, derogatory statements or comments to<br>any third party with respect to the Company and its affiliates, including, without limitation, the Company’s parent, subsidiaries,<br>officers, directors and employees (collectively, “Company Parties”). Further, you hereby agree to forbear from making<br>any public or non-confidential statement with respect to any of the Company Parties. The duties and obligations of this paragraph 9 shall<br>continue following the termination of this Agreement. |
| --- | --- |
| 10. | Non-Solicitation. You agree and covenant not to directly<br>or indirectly solicit, hire, or recruit for your own benefit or the benefit of any other person, or so attempt to solicit, hire, or recruit,<br>any employee of the Company, or induce any other employee of the Company to terminate their employment for two (2) years immediately<br>following your cessation of services to the Company, regardless of the reason. This non-solicitation paragraph explicitly covers all<br>forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail,<br>telephone, fax, instant message, and social media, including, but not limited to, Facebook, LinkedIn, Instagram, and Twitter, and any<br>other social media platform, whether or not in existence at the time of entering into this Agreement. |
| --- | --- |
| 11. | No Disclosure. You agree that you will hold in trust<br>and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or<br>anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of his<br>business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written<br>consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions<br>of this paragraph 11 shall survive termination of this Agreement. |
| --- | --- |
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| 12. | Termination. This Agreement shall terminate in the event<br>of your resignation or termination as a director, or your refusal to stand for re-election or decision not to be nominated or if you<br>are not re-elected for additional terms as a director, effective on the date of your departure from the Board. |
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| 13. | Entire Agreement; Amendment; Waiver. Other than any requirements<br>and duties under applicable law, this Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes<br>and terminates any prior oral or written Agreements with respect to the subject matter hereof. Any term of this Agreement may be amended<br>and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or<br>condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition<br>or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other<br>party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision<br>or any other provision of Agreement. |
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| 14. | Enforcement. |
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| a. | Applicable Law. This Agreement and the rights and remedies of each party<br>arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted<br>under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State<br>of Washington, as if this Agreement were made, and as if its obligations are to be performed, wholly within the State of Oklahoma. |
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| b. | Consent to Jurisdiction and Venue. Any action or proceeding arising out<br>of or relating to this Agreement shall be filed in and heard and litigated solely before the state or federal courts of Oklahoma within<br>Tulsa County. |
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| c. | Attorneys’ Fees. If court proceedings are required to enforce any<br>provision of this Agreement, the substantially prevailing or successful party shall be entitled to an award of the reasonable and necessary<br>expenses of litigation, including reasonable attorneys’ fees. |
| --- | --- |
I appreciate your willingness to serve on ClearSign’s Board and look forward to working with you to serve the Company together. Please indicate your acceptance by signing and returning the enclosed copy of this letter.
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| Very truly yours, |
|---|
| ClearSign Technologies Corporation |
| /s/ Colin James Deller |
| --- |
| Dr. Colin James Deller, CEO |
| ACCEPTED AND AGREED: |
| --- |
| /s/ Catharine M. de Lacy |
| Name: Catharine de Lacy |
| Date: 2/21/23 |
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Exhibit 99.1
ClearSign Technologies Corporation AnnouncesBoard Transitions
Tulsa, OK, February 23, 2023 -- ClearSign Technologies Corporation (Nasdaq: CLIR) ("ClearSign" or the "Company"), an emerging leader in industrial combustion and sensing technologies that improve energy and operational efficiency, and safety while dramatically reducing emissions, today announces that Susanne Meline is stepping down from the ClearSign Board of Directors. Concurrently, the Company announces the appointment of industry veteran Catharine de Lacy to the open board position.
Catharine de Lacy is a widely recognized expert in ESG/Sustainability initiatives, public affairs, corporate governance, and risk management. She is known for her track record working with companies to enhance relationships with regulatory authorities, investors, suppliers and customers and reduce cycle time to market for new products. Ms. de Lacy is well versed across diverse industries having worked for both public and privately held companies including Albemarle Corporation, the Clorox Corp., Sun Products, Cabot Corp, AlliedSignal, and Occidental Petroleum Corp. in her capacities of a Corporate Officer and Global VP.
Catharine is the co-founder and Managing Director of Riar Associates, LLC, a management consultancy where she continues to work as a business advisor and subject matter expert on ESG, sustainability, business strategy, public policy and advocacy, communications, and risk management matters for public and private companies, banking and investment firms, professional services firms, and nonprofit organizations. She is a former board member of TORC Oil & Gas, Ltd. (TSX:TOG), and is currently serving as a board member of privately-held NTES LLC, which provides strategic, financial, and operations management expertise in evolving energy markets and real estate investment; a member of the Environmental Law Institute’s Leadership Council; and in the Executive Advisory Council of the Responsible Battery Coalition. Ms. de Lacy also regularly contributes to ESG educational programs as a board member of the National Association of Corporate Directors’ Carolinas Chapter and leads its Member Engagement Committee. She holds a Board Certificate in ESG from UC Berkeley’s Law School, is a Certified Director through the Harvard Business School, holds a certificate in Risk Governance from the DCRO, and is also a Qualified Risk Director®. Ms. de Lacy received a B.A. from Merrimack College, and an M.S. from Tufts University.
“I want to thank Susanne for her five years of service and support of ClearSign,” said Jim Deller, Ph.D., Chief Executive Officer of ClearSign. “Over her tenure, Susanne has led every board committee at ClearSign, including serving as our Lead Independent Director, and has been integral to achieving the best possible results in all of our capital raises. I have appreciated her voice and counsel over the years and believe she has left the company in a good position to further our commercial growth,” continued Dr. Deller.
“I am very pleased to welcome Catharine de Lacy to the ClearSign board. I look forward to working with her and the benefits of adding her industry experience and ESG-related capabilities to our collective board expertise,” said Jim Deller, Ph.D.
“I am proud of the advancements that ClearSign has made over my time serving on Board,” said Susanne Meline. “I am excited about the addition of Catharine to the Board, and her potential to assist the Company’s future commercial growth including connecting with customers, resources, investors and other constituents who seek out the Company, its securities and its products not only for their own merit but also due to their ability to reduce the emission of toxic airborne pollutants. The recent sales of boiler burners show that business segment is starting to gain traction while the continued execution of commercial orders in process burners will help the proliferation of the Company’s technology. I have full confidence in Jim Deller’s leadership and look forward to the contributions that Catharine de Lacy can bring to the Board and Company.”
About ClearSign Technologies Corporation
ClearSign Technologies Corporation designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. Our patented technologies, embedded in established OEM products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more information, please visit www.clearsign.com.
Cautionary note on forward-looking statements
All statements in this press release that are not based on historical fact are “forward-looking statements.” You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” “will” or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations on the Company’s strategy, plans, intentions, performance, or future occurrences or results, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, our ability to successfully install our burners in the California market and complete the anticipated ultra-low NOx boiler burners installation within the expected time frame, our ability to further expand the sale of ultra-low NOx boiler burners, our ability to successfully enter the medical and business waste services, general business and economic conditions, the performance of management and our employees, our ability to obtain financing, competition, whether our technology will be accepted and adopted and other factors identified in our Annual Report on Form 10-K filed with the Securities and Exchange Commission and available at www.sec.gov and other factors that are detailed in our periodic and current reports available for review at www.sec.gov. Furthermore, we operate in a competitive environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and, except as may be required by law, undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.
For further information:
Investor Relations:
Matthew Selinger
Firm IR Group for ClearSign
+1 415-572-8152
mselinger@firmirgroup.com