ACACIA RESEARCH CORPORATION (NASDAQ:ACTG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on June 9, 2016, Richard L. Harris, II resigned as a director of Acacia Research Corporation (the “Company”). The Company’s Nominating and Governance Committee (the “Nominating Committee”), after a thorough review of the experience and qualifications of James F. Sanders, recommended that the Board of Directors (the “Board”) of the Company appoint Mr. Sanders to fill the Board seat left vacant by Mr. Harris’ resignation. On July 18, 2017, the Board, upon the recommendation of the Nominating Committee and in accordance with the Amended and Restated Bylaws of the Company, as amended, unanimously elected Mr. Sanders to serve on the Board as a Class I director, effective immediately. Following Mr. Sanders’ appointment, Class I will consist of two directors whose terms of office expire at the 2019 annual meeting of the Company’s stockholders. To date, Mr. Sanders has not been appointed to serve on any committees of the Board. The Board has determined that Mr. Sanders is independent within the meaning of the independent director standards of the Securities and Exchange Commission (“SEC”) and the listing rules of the Nasdaq Stock Market. There are no arrangements or understandings between Mr. Sanders and any other person or persons to which Mr. Sanders was appointed as a director.
Mr. Sanders, age 60, is a corporate lawyer currently engaged in private practice advising both publicly held and privately held companies. From 1998 to March 2017, Mr. Sanders served as corporate counsel for Apex Oil Company, Inc., a privately held company with nationwide operations in petroleum trading, bulk storage, distribution and inland marine transportation. From 2006 through July 2015, Mr. Sanders also served as corporate counsel for FutureFuel Corporation, a publicly held manufacturer and distributor of biodiesel and chemical products, with primary responsibility for corporate governance and SEC compliance and reporting. Since October 1998, Mr. Sanders has served as secretary and general counsel of Boss Holdings, Inc., a distributor of work gloves, work apparel, pet products, wireless accessories and promotional products. From 1990 to 1998, Mr. Sanders was an associate then partner at Lewis, Rice & Fingersh in St. Louis. Mr. Sanders holds a B.S. degree in business administration (summa cum laude) and an M.B.A. in finance from St. Louis University School of Business Administration, as well as a J.D. degree from St. Louis University School of Law.
On the effective date of his election, Mr. Sanders will receive a one-time stock option grant exercisable for a number of shares equal to $120,000 divided by the Black-Scholes value of the stock option on the grant date. In addition, for his continued service on the Board, Mr. Sanders will receive a monthly cash retainer of $6,667 and will be eligible to receive future annual stock option grants. The monthly retainer described above is subject to a pro rata deduction if Mr. Sanders fails to attend at least seventy-five percent of Board meetings. In addition, Mr. Sanders will be reimbursed for certain travel and out-of-pocket expenses incurred in connection with Board meeting attendance and his performance of Board duties. Except for the foregoing, there are no transactions between the Company and Mr. Sanders that are reportable to Item 404(a) of Regulation S-K. The Company did not enter into or materially amend any material plan, contract or arrangement with Mr. Sanders in connection with his appointment as a director.
About ACACIA RESEARCH CORPORATION (NASDAQ:ACTG)
Acacia Research Corporation, through its subsidiaries, is engaged in patent investment, prosecution, licensing and enforcement activities. The Company’s subsidiaries partner with inventors and patent owners for patented inventions. The Company operates in patent licensing and enforcement business segment. The Company’s subsidiaries generate revenues from the granting of intellectual property rights for the use of patented technologies that its subsidiaries control or own. The Company’s subsidiaries assist patent owners with the prosecution and development of their patent portfolios, the protection of their patented inventions from unauthorized use, the generation of licensing revenue from users of their patented technologies and with the enforcement against unauthorized users of their patented technologies through the filing of patent infringement litigation. It is engaged in licensing and enforcing patented technologies. Its subsidiaries include Adaptix, Inc. and Body Science, LLC.
