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 5, 2023

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

8500 SW Creekside Place, 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 5, 2023, the Board of Directors (the “Board”) of Digimarc Corporation (the “Company”) approved an increase in the size of the Board from six to seven members and elected LaShonda Anderson-Williams to fill the resulting vacancy on the Board, effective June 12, 2023. Ms. Anderson-Williams will serve until the next annual meeting of the Company’s shareholders, at which time the Board intends to nominate her for election by the Company’s shareholders. The Company also appointed Ms. Anderson-Williams to the Board’s Governance, Nominating, and Sustainability Committee and Compensation and Talent Management Committee, each effective June 12, 2023.

As a non-employee director of the Company, Ms. Anderson-Williams 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 2023 annual meeting of shareholders, which was filed with the U.S. Securities and Exchange Commission on March 28, 2023. 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. Ms. Anderson-Williams may elect to receive all or a portion of her cash retainer in shares of common stock of the Company, instead of in cash, where the value of the issued shares would be equal to the elected portion of her cash retainer payment and would be paid on the same date as such quarterly payments are or would have been made in cash.

Additionally, effective upon her election, Ms. Anderson-Williams was automatically granted an initial award of 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. Ms. Anderson-Williams was also automatically granted a prorated annual award of shares of restricted common stock of the Company having an aggregate value of approximately $90,959 that will vest on the anniversary of the grant date, or immediately prior to the next annual meeting of shareholders that occurs prior to such first anniversary, but at least 50 weeks after the prior year’s annual meeting of shareholders. In addition, the Company will enter into an indemnification agreement with Ms. Anderson-Williams in the same form as previously entered into by the Company with its other non-employee directors.

Ms. Anderson-Williams brings to the Company over twenty-five years of experience helping organizations grow top-line revenue across diverse business units. Currently, Ms. Anderson-Williams is the Global Executive Vice President and Chief Revenue Officer of Healthcare and Life Sciences at Salesforce, where she is responsible for the global industry strategy and vision of the second largest industry vertical at Salesforce. Throughout her career, Ms. Anderson-Williams has been an advocate for equity, diversity, and inclusion in the workplace. The National Diversity Leadership Conference recognized Ms. Anderson-Williams as among the 2021 Top 50 Most Powerful Women in Technology, and she was recognized by The Healthcare Technology Report as among the 2021 Top 25 Women Leaders. Ms. Anderson-Williams received a Bachelor of Business Administration with a major in Marketing from Texas Woman’s University.

On June 6, 2023, the Company issued a press release announcing the election of Ms. Anderson-Williams 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: June 6, 2023

EX-99.1

Exhibit 99.1

Digimarc Elects New Board Member with Deep Sales Leadership Expertise

LaShonda Anderson-Williams adds enterprise sales experience from Salesforce and Microsoft

BEAVERTON, Ore. – June 6, 2023 – Digimarc Corporation (NASDAQ: DMRC) today announced that Salesforce executive, LaShonda Anderson-Williams, has been elected to the company’s Board of Directors, effective June 12, 2023. She has been appointed to the Governance, Nominating, and Sustainability and Compensation and Talent Management Committees.

“We are thrilled to welcome LaShonda to the Digimarc Board,” commented Alicia Syrett, Board Chair and Chair of the Governance, Nominating, and Sustainability Committee. “As a seasoned executive in the software industry, she not only brings exceptional sales expertise from leading companies but also strong people leadership skills. We look forward to her contributions in key areas such as human capital management and culture as a member of our Governance, Nominating, and Sustainability and Compensation and Talent Management committees. LaShonda’s ability to be incredibly thoughtful and strategic about business issues while incorporating her values will be a real asset to our Board as we help guide Riley and the entire Digimarc team through the incredible growth ahead.”

“Digimarc delivers some of the world’s most innovative and powerful technologies, and I’m thrilled to join the Board and help guide the company in its journey forward,” Anderson-Williams said. “When we leverage the combination of talent, creativity, engineering, and sales acumen to the fullest, there is no doubt that Digimarc will successfully help customers unlock the power of product digitization.”

Anderson-Williams earned a Bachelor of Business Administration (BBA) degree at Texas Woman’s University, and currently serves on the advisory board for the University of Houston College of Technology. In addition, she has been recognized as the 2021 “Top 50 Most Powerful Women in Technology” by the National Diversity Leadership Conference and among the “Top 25 Women Leaders” in 2021 by The Healthcare Technology Report.

About Digimarc

Digimarc Corporation (NASDAQ: DMRC) is a global leader in product digitization. A pioneer in digital watermarks, Digimarc connects every physical and digital item to a digital twin that captures product data, records events and interactions, and enables powerful new automations. Trusted to deter counterfeiting of global currency for more than 20 years, Digimarc is also recognized for ensuring product authenticity, improving plastics recycling, and more with a commitment to promoting a prosperous, safer, and more sustainable world. See more at Digimarc.com.

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Media Contact:

Corey Grice

503-469-4731

pr@digimarc.com