DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) 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

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 13, 2018, upon the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors (the “Board”) of DASAN Zhone Solutions, Inc., a Delaware corporation (the “Company”), unanimously appointed David Schopp as a Class II director of the Board. As a Class II director, Mr. Schopp’s initial term expires at the 2021 annual meeting of stockholders.

Mr. Schopp, 69, currently serves as a Partner of Stonebridge Partners (a position he has held since 2004). From 2001 to 2004, Mr. Schopp served as President and Chief Executive Officer of Orbis, a division of Menasha Corp. and a manufacturer of plastic returnable containers and logistics management. From 1999 to 2001, Mr. Schopp served as Vice President and General Manager of Promo Edge, a division of Menasha Corp. and a manufacturer of printers and displays. From 1993 to 1999, Mr. Schopp served as President of Comark Bates, a promotional products printer. Prior to 1993, Mr. Schopp held various positions at US Sample Company, Booz, Allen & Hamilton, and Pullman Inc., over a period of approximately 17 years. Mr. Schopp is currently Chairman of the Board of Directors of each of Cast Crete, a manufacturer of concrete lintels, Hydraulics Global, an aftermarket manufacturer of hydraulic pumps, and Specialty Bakers, a commercial bakery. Mr. Schopp has held numerous prior board positions, including as Chairman of the Board of Directors of American Dryer Corporation, Inland Pipe Rehabilitation, Alpine Engineering, and Corbi Plastics, and as a director of Menasha Advantage.

Mr. Schopp’s appointment to the Board was approved by Michael Connors and Rolf Unterberger as the Company’s “Zhone Directors” in accordance with Article V of the Amended and Restated Bylaws of the Company. Except for the foregoing, there were no arrangements or understandings between Mr. Schopp and any other persons to which he was selected as a director. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Mr. Schopp and the Company, and the Board has determined that Mr. Schopp meets the applicable independence requirements of The Nasdaq Stock Market listing standards.

In connection with his appointment to the Board, Mr. Schopp will receive the standard compensation payable to non-employee directors under the Company’s Non-Employee Director Compensation Program, which comprises an annual cash retainer of $35,000 (pro-rated for partial years) and an annual equity grant of restricted stock units in an amount determined by dividing $65,000 (pro-rated for partial years) by the fair market value per share on the date of grant, which restricted stock units will vest in four equal quarterly installments over the course of one year. The description of the Company’s Non-Employee Director Compensation Program is qualified in its entirety by reference to the full text of the Non-Employee Director Compensation Program, which was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and is incorporated herein by reference.


About DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI)

DASAN Zhone Solutions, Inc., formerly Zhone Technologies, Inc., designs, develops and manufactures communications network equipment for telecommunications operators and enterprises across the world. The Company’s products provide enterprise solutions that enable both network service providers and enterprises to deliver high speed fiber access, while transporting voice, video and data to the end user. In addition to its product offerings in its core business, it offers FiberLAN Passive Optical local area network (LAN), which provides an alternative to switched copper-based LANs. The customers of its FiberLAN business include hospitality, government, education, manufacturing and business enterprises. Its products span two categories: SLMS Products, and Legacy, Service and Other Products. Its SLMS Products include Broadband Aggregation and Service, Customer Premise Equipment (CPE), Zhone Management System and FiberLAN Passive Optical LAN.

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