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): June 28, 2021

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.☐

On June 28, 2021, the Board of Directors of Digimarc Corporation (the “Company”) approved an increase in the size of the Board of Directors from six to seven members and elected the following individual to serve in the newly created seat until the next annual meeting of shareholders, at which time the Board of Directors intends to nominate him for election by the Company’s shareholders.

As a non-employee director of the Company, Mr. Kumar will be compensated according to the Company’s non-employee director compensation practices, which are described under the heading “Director Compensation” in the Company’s proxy statement for its 2021 annual meeting of shareholders, which was filed with the U.S. Securities and Exchange Commission on March 24, 2021. This compensation consists of an annual retainer for service on the Board of Directors in the amount of $50,000, which is paid in arrears in quarterly installments of $12,500. Additionally, upon election, Mr. Kumar was granted shares of restricted common stock of the Company having an aggregate value of approximately $200,000. These shares vest over the three-year period commencing on the date of grant, with 1/3 of the shares vesting on each of the first three anniversaries of the date of grant. In addition, the Company will enter into an indemnification agreement with Mr. Kumar in the same form as previously entered into by the Company with its other non-employee directors.

Mr. Kumar is President at Infosys and in this role, he leads the Infosys Global Services Organization. In addition, he oversees the Business Process Management (BPM) Unit and is Chairman of the Board of Infosys BPM Ltd. He additionally overseas the Infosys Consulting and Public Services subsidiaries of the company. He oversees and chairs the boards of Infosys acquired digital companies Kaleidoscope, Guidevision, Simplus, WongDoody, and Fluido and chairs the board of the Infosys-Hitachi-Panasonic JV in Japan. Mr. Kumar also oversees the Alliances organization and the Global Partner Ecosystem at Infosys.  He is also the Chairman for the Infosys Foundation, USA focused on Computer Science education in K-12 Schools in the US.

Mr. Kumar has over 20 years of experience in the consulting space, incubating new practice lines, driving large transformational programs, and evangelizing new business models across industry segments. He has played diverse roles across organizations within the Enterprise applications space for Oracle Corporation, building a next-generation CRM practice at Cambridge Technology Partners and Power Sector Reforms at PricewaterhouseCoopers. He started his career as a nuclear scientist at the Bhabha Atomic Research Center.

Mr. Kumar is on the Board of Governors of the New York Academy of Sciences, Board of Advance CT-Economic Development Board of the State of Connecticut, chairs the IT & Business Services Workforce Council for the Governor in the State of Connecticut, and is a member of Skills Consortium of the World Economic Forum (WEF) and many other industry forums.  He has a master’s degree in business administration from Xavier Institute of Management, Bhubaneswar, India.

Item 7.01. Regulation FD Disclosure.

On July 2, 2021, the Company issued a press release announcing the election of Mr. Kumar as a director of the Company. The press release is attached to this report as Exhibit 99.1.

(d) Exhibits

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.

Date:    July 2, 2021

dmrc-ex991_6.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Digimarc Welcomes Digital Transformation Leader Ravi Kumar to its Board of Directors

BEAVERTON, Ore. – July 2, 2021 – Digimarc Corporation (NASDAQ: DMRC), creator of Digimarc watermarks that are driving the next generation of digital identification and detection, announced today that Ravi Kumar, a globally-renowned thought leader and executive, has been elected to its Board of Directors, effective June 28, 2021. His appointment complements and extends the Board’s current expertise in global enterprise digital disruption, ecosystem building through global alliances and partnerships and Artificial Intelligence (AI), Machine Learning and related data and analytics, among other areas, and supports Digimarc’s strategic focus on helping businesses embrace digital transformation to deliver more value to their customers.

Kumar is President at Infosys, a leading global IT consulting and services company, where he leads the Global Services Organization across all industry segments. He drives digital transformation, consulting, traditional technology and engineering services, along with the data and analytics, cloud and infrastructure, and enterprise package application service lines. He serves as Chairman of the Board of Infosys Business Process Management (BPM). Kumar also oversees Infosys Public Services and the consulting services subsidiary of Infosys. He chairs the Boards of the digital companies Kaleidoscope, Guidevision, Wongdoody and Simplus that Infosys has acquired. He also oversees Infosys business in Latin America, Japan and China.

He is on the Board of Governors of the New York Academy of Sciences and the Board of AdvanceCT-Economic Dev Board of the State of Connecticut.

“I’m excited to join the Board of Digimarc and contribute to the company’s success driving digital transformation and modernization for its customers,” said Kumar. “Digimarc is well-positioned to help businesses reimagine and reinvent themselves by providing solutions that allow them to accelerate progress in critical areas, such as improving sustainability practices and protecting consumer health and safety.”

“Ravi is a respected thought leader in the technology transformation space, and he brings unparalleled expertise to the Board.  He will undoubtedly be a true inspiration to all Digimarc stakeholders,” said Riley McCormack, President & CEO, Digimarc. “His philosophy that ‘technology is transforming the world,’ combined with his first-hand experience helping top companies manage digital disruption will be an invaluable asset on the Board.  We couldn’t be more thrilled to welcome him to the Team.”

Kumar is a global authority on the Future of Work, Workplaces and Workforce, and is regularly invited by business and popular media to speak on these topics.

Company contact:

Jennah Jevning

Jennah.Jevning@digimarc.com

1-503-469-4740

About Digimarc

Digimarc Corporation (NASDAQ: DMRC) is a pioneer and leader in digital watermarking solutions and the automatic identification of media, including packaging, commercial print, digital images, audio and video. Digimarc helps customers drive efficiency, accuracy and security across physical and digital supply chains. Visit digimarc.com and follow us on LinkedIn and Twitter @digimarc to learn more.