8-K - DMRC - Equibles

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): February 22, 2021

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	001-34108	26-2828185
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File No.)	(IRS Employer<br><br><br>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))

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

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

On February 22, 2021, the Board of Directors (the “Board”) of Digimarc Corporation (the “Company”) approved and elected the following individual to serve in an open seat until the next annual meeting of shareholders. The Board also nominated her for election by the Company’s shareholders at the next annual meeting.

•	Sheela Zemlin

As a non-employee director of the Company, Ms. Zemlin 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 2020 annual meeting of shareholders, which was filed with the U.S. Securities and Exchange Commission on March 30, 2020. 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, Ms. Zemlin 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 has entered into an indemnification agreement and a confidentiality agreement with Ms. Zemlin in the same form as previously entered into by the Company with its other non-employee directors.

Ms. Zemlin is a partner at PwC leading the firm’s go-to-market (GTM) strategy for the Fintech practice and has also served as the Chief Revenue Officer (CRO) for PwC New Ventures. Her responsibilities at PwC have included startup selection and investments, leadership of all revenue and customer functions across the portfolio, as well as broader board-level oversight for the ventures which span Fintech, Martech, AI and Cyber. Ms. Zemlin is an established tech industry voice, speaking on topics such as customer success, high-velocity sales, the future of Fintech and advancing diversity and inclusion. Her background prior to PwC includes senior leadership positions at several high-growth software companies, including Bill.com (NYSE: BILL) and Taleo (acquired by Oracle). In her various roles, Ms. Zemlin helped deliver strong revenue and customer growth in businesses ranging from $25 million to over $350 million in annual sales serving the small business, enterprise and government segments. Ms. Zemlin’s expertise includes sales, marketing, customer success, ecosystem development, GTM operations and corporate strategic planning. She has repeatedly built and led large, global, cross-functional and high-performance teams that have produced sustainable growth, healthy margins and significant customer value. She holds an MBA from Harvard Business School and has served as the President and board member at the Harvard Club of San Francisco.

Item 7.01. Regulation FD Disclosure.

On February 23, 2021, the Company issued a press release announcing the election of Ms. Zemlin as a director of the Company. The press release is attached to this report as Exhibit 99.1.

Item 8.01. Other Events.

On February 22, 2021, the Company’s Board of Directors voted to appoint Riley McCormack as the Company’s new Lead Director, effective immediately. The Company issued a press release announcing the appointment of Mr. McCormack, which is attached hereto as Exhibit 99.2.

Mr. McCormack succeeds James Richardson, who served as the leader of the Board’s independent directors for nearly 18 years. Mr. Richardson will continue to serve as a director of the Company and a member of the Board’s Audit Committee.

Item 9.01.	Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by the Company, dated February 23, 2021.
99.2	Press Release issued by the Company, dated February 23, 2021.

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: February 23, 2021

By:	/s/ Robert P. Chamness
	Robert P. Chamness
	Executive Vice President, Chief Legal<br><br><br>Officer and Secretary

dmrc-ex991_6.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Digimarc Welcomes Accomplished SaaS Go-to-Market Executive Sheela Zemlin to its Board of Directors

BEAVERTON, Ore. – February 23, 2021 – Digimarc Corporation (NASDAQ: DMRC), creator of the Digimarc Platform for digital identification and detection, announced today that Sheela Zemlin, a highly regarded and successful Software-as-a-Service (SaaS) executive, has been elected to its Board of Directors, effective February 22, 2021. Her election complements and extends the Board’s current expertise in capital markets, retail, consumer brands and finance, and supports Digimarc’s strategic focus on environmental, social and governance (ESG) initiatives.

Zemlin is a partner at PwC leading the firm’s go-to-market (GTM) strategy for the Fintech practice and has also served as the Chief Revenue Officer (CRO) for PwC New Ventures. Her responsibilities at PwC have included startup selection and investments, leadership of all revenue and customer functions across the portfolio, as well as broader board-level oversight for the ventures which span Fintech, Martech, AI and Cyber.

Her background prior to PwC includes senior leadership positions at several high-growth software companies, including Bill.com (NYSE: BILL) and Taleo (acquired by Oracle). In her various roles, Zemlin helped deliver strong revenue and customer growth in businesses ranging from $25 million to over $350 million in annual sales serving the small business, enterprise and government segments. Zemlin’s expertise includes sales, marketing, customer success, ecosystem development, GTM operations and corporate strategic planning. She has repeatedly built and led large, global, cross-functional and high-performance teams that have produced sustainable growth, healthy margins and significant customer value.

“I am thrilled to join the Board of Digimarc and to work closely with the leadership team as they scale the Digimarc Platform,” said Zemlin. “I believe Digimarc is well positioned to accelerate adoption in the retail and supply chain areas of the business demonstrating innovation in critical areas such as pharmaceuticals and food safety, as well as reimagining plastics recycling in pursuit of a Circular Economy.”

“We are very excited about the unique perspective Sheela will bring to our Board. We believe her professional accomplishments, commitment to making a difference in the world and thoughtful team-oriented leadership will inspire our employees and stakeholders,” said Bruce Davis, Chairman and CEO, Digimarc. “Adding her two decades of experience in leading high-growth, digitally-enabled companies to our boardroom will help guide future decisions about market priorities and opportunities to scale the business.”

Zemlin is an established tech industry voice, speaking on topics such as customer success, high-velocity sales, the future of Fintech and advancing diversity and inclusion. She holds her MBA from Harvard Business School, and has served as the President and board member at the Harvard Club of San Francisco. Zemlin’s appointment follows the recent additions to the Digimarc Board of Alicia Syrett and Riley McCormack.

Company contact:

Heidi Dethloff

Vice President, Marking & Corporate Communications

heidi.dethloff@digimarc.com

1-503-469-4974

About Digimarc

Digimarc Corporation (Nasdaq: DMRC) is the inventor of the Digimarc Platform that enables a more efficient, reliable and economical means of automatic identification. The Digimarc Platform can apply a unique identifier to virtually all media objects—including product packaging, commercial print, audio and video—that can be automatically identified by an enabled ecosystem of industrial scanners, smartphones and other interfaces. The Platform enables applications and solutions including brand protection, traceability, and recycling that benefit retailers and consumer brands, national and state government agencies, media and entertainment industries, and others. Digimarc is based in Beaverton, Oregon, with a growing supplier network around the world. Visit www.digimarc.com and follow us on LinkedIn and Twitter to learn more about The Barcode of Everything®.

dmrc-ex992_80.htm

Exhibit 99.2

FOR IMMEDIATE RELEASE

Digimarc Names Riley McCormack As Lead Director

BEAVERTON, Ore. – February 23, 2021 – Digimarc Corporation (NASDAQ: DMRC), creator of the Digimarc Platform for digital identification and detection, announced today that Riley McCormack, founder of TCM|Strategic, has been elected Lead Director of the Digimarc Board of Directors effective February 22, 2021. McCormack joined the Digimarc Board in October 2020 after leading TCM|Strategic’s investment in the Digimarc Platform.

“Riley inherits this role from Jim Richardson, a very capable leader. Riley will be a strong advocate for shareholders’ interests as Lead Director,” said Bruce Davis, Chairman and CEO, Digimarc. “I welcome that perspective and have been enjoying, for some time now, an extraordinary collaboration with Riley on how to best accelerate adoption of the Digimarc Platform, instill a high-performance culture, and build upon our values consistent with the environmental and social benefits that our Platform is delivering to our customers.”

In the Lead Director role, McCormack will work closely with Davis, other Board members and management to strengthen the company’s commitment to Environmental, Social and Governance (ESG) practices, communicate with, and represent the interests of, the shareholder community, and seek ways to enhance overall Board and company operations.

“I am honored to serve as Lead Director of a Board and company unified by a common mission to tackle big challenges facing our planet, including reducing plastics pollution, reducing food waste, and ensuring product safety,” said McCormack. “The Board is energized by the company’s strategic priorities and committed to fostering successful execution in 2021 and beyond.”

McCormack succeeds Jim Richardson as Lead Director, who continues to serve on the Board. During nearly 18 years of his Board leadership, the company built ID Systems from assets purchased in a bankruptcy auction into a divestiture transaction that generated a great return for shareholders, oversaw the growth of the next phase of Digimarc, where he provided counsel and support in helping management obtain growth capital throughout the gestation of development of the transformative Barcode of Everything and associated Platform for improved auto identification of all media.

Prior to TCM, McCormack was the founder, CEO and PM of Tracer Capital Management, a $1.5 billion New York-based global Technology, Media and Telecommunication Hedge Fund.  Prior to Tracer, he was a partner at Coatue Capital and a high-yield research analyst at Morgan Stanley, covering media and telecom companies. McCormack brings strategic, financial, investment, operational and transactional expertise to the Board of Directors. McCormack’s Lead Director appointment follows the recent additions to the Digimarc Board of Alicia Syrett announced in October 2020 and Sheela Zemlin announced today.