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): March 12, 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 March 12, 2021, the Board of Directors of Digimarc Corporation (the “Company”) approved and elected the following individual to serve in an open 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. Dadlani 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, Mr. Dadlani 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. Dadlani in the same form as previously entered into by the Company with its other non-employee directors.

Mr. Dadlani is the Global Chief Digital Officer of Mars, Incorporated, a $40 billion global conglomerate in the petcare, food and confectionary businesses, a position he has held since September 2017. Prior to joining Mars, Mr. Dadlani was with Infosys (NYSE: INFY) from 2001 to 2017. From January 2016 until his departure in September 2017, he was President, Head of Americas and Global Head of Infosys’ Manufacturing, Retail, CPG and Logistic Practices. He co-founded and eventually ran as Chairman Infosys Edgeverve, a new artificial intelligence company for Infosys, and Skava, a mobile commerce company. Prior to Infosys, he began his career in investment banking at Citibank.  Mr. Dadlani holds a B.E. degree (electrical engineering) from M.S. University, Baroda, India, and an MBA (in finance) from JBIMS, Mumbai University, India.

Item 7.01. Regulation FD Disclosure.

On March 15, 2021, the Company issued a press release announcing the election of Mr. Dadlani 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:    March 15, 2021

dmrc-ex991_6.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Digimarc Welcomes Digital Transformation and Supply Chain Leader Sandeep Dadlani to its Board of Directors

BEAVERTON, Ore. – March 15, 2021 – Digimarc Corporation (NASDAQ: DMRC), creator of the Digimarc Platform for digital identification and detection, announced today that Sandeep Dadlani, a highly regarded and globally recognized digital transformation, consumer goods and supply chain leader, has been elected to its Board of Directors effective March 12.

Dadlani is the Global Chief Digital Officer at Mars, Incorporated, a global conglomerate in the petcare, food and confectionary businesses. He is responsible for working across the company’s global business segments enabling digital growth and delivering efficiencies to existing business and technology platforms. He is ushering in a new wave of consumer centricity, leveraging the power of data, analytics, and artificial intelligence (AI), and applying his expertise in new digital platforms, ecommerce, direct to consumer (D2C) business models and digitization of the supply chains. Dadlani has been widely recognized for his work, and has won several awards, including CIO of the Year in 2019, and Blue Yonder’s 50 most prominent AI thought leaders in 2021.

“I am excited to join the Digimarc Board and contribute to the success of the Digimarc Platform in driving digital transformation and modernization across the supply chain for consumer packaged goods,” said Dadlani. “I look forward to working with the Board and Leadership team to accelerate the growth in adoption and use of the Digimarc Platform by brands and retailers.”

Prior to joining Mars, Dadlani had a long career of increasing responsibility at Infosys (NYSE: INFY), from 2001 to 2017. From January 2016 until his departure in September of 2017, he was President, Head of Americas and Global Head of Infosys' Manufacturing, Retail, CPG and Logistic Practices. He also was Chairman of Infosys Edgeverve, a digital platforms subsidiary for Infosys. He began his career in investment banking at Citibank.

“Sandeep brings invaluable experience and expertise to our Board, illuminating consumer brand and supplier perspectives about digital transformation, along with a track record of business and technology leadership and extensive industry relationships,” said Bruce Davis, Chairman and CEO, Digimarc.  “His industry networks, and digital transformation and technology platform capabilities, will be extremely helpful as we move into the next phase of our Platform development.”

Dadlani has more than 23 years of experience in operations, consulting, business development and product management. He has been regularly featured in prominent coverage on digital transformation in Forbes and CGT among other publications. He is a regular keynote speaker at industry forums. He co-

authored a UN Global report on supply chain sustainability, and served on the World Economic Forum’s Global Agenda Council on the Future of Consumption.

Company contact:

Heidi Dethloff

Vice President, Marketing & 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®.