8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2023 (May 10, 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.         ☐

EXPLANATORY NOTE

Digimarc Corporation (the “Corporation”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Corporation with the Securities and Exchange Commission on May 12, 2023 (the “Original Filing”). The Original Filing reported the voting results from the Corporation’s 2023 Annual Meeting of Shareholders held on May 10, 2023 (the “Annual Meeting”). The sole purpose of this Form 8-K/A is to disclose the Corporation’s decision as to how frequently it will conduct future shareholder advisory votes on executive compensation. No other changes have been made to the Original Filing.

Item 5.07         Submission of Matters to a Vote of Security Holders.

(d) In line with the recommendation by shareholders, the Corporation’s Board of Directors has determined that it will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our Annual Meeting of Shareholders in 2029.

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:         May 24, 2023