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 Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On January 17, 2019, Katharine Wolanyk was appointed as a Class I director of Acacia Research Corporation (the “Company”) to serve until the Company’s 2019 annual meeting of stockholders and until her successor is duly elected and qualified. On January 17, 2019, Maureen O’Connell was appointed as a Class II director of the Company to serve until the Company’s 2020 annual meeting of stockholders and until her successor is duly elected and qualified. The Board of Directors of the Company (the “Board”) has determined that each of Ms. Wolanyk and Ms. O’Connell is an independent director under applicable U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq rules. The Board has also determined that Ms. O’Connell satisfies the independence criteria for Audit Committee members, as set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Ms. O’Connell will serve as a member of the Audit Committee.
Each of Ms. Wolanyk and Ms. O’Connell will receive the standard compensation for her respective services at the same level as other non-employee directors of the Company, as described in our Proxy Statement on Schedule 14A filed with the SEC on May 3, 2018. Each of Ms. Wolanyk and Ms. O’Connell has entered into an indemnification agreement with the Company (each, an “Indemnification Agreement”), which requires the Company to indemnify each of them to the fullest extent permitted under Delaware law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreement, a form of which will be filed with the SEC as an exhibit to the Company’s Form 10-K for the year ended December 31, 2018.
There is no arrangement or understanding between Ms. Wolanyk or Ms. O’Connell and any other persons or entities to which either of them was elected as a director. There have been no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Ms. Wolanyk or Ms. O’Connell, or any member of their respective immediate family, had or will have a direct or indirect material interest since the beginning of the Company’s last fiscal year.
A copy of the Company’s press release announcing the appointments of Ms. Wolanyk and Ms. O’Connell to the Board is attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
ACACIA RESEARCH CORP Exhibit
EX-1 2 acaciaactgappointsnewdir.htm EXHIBIT 1 acaciaactgappointsnewdir EMPOWERING patent OWNERS,…
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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.