Xplore Technologies Corp. (NASDAQ:XPLR) 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.

On August 15, 2017, the Board of Directors of Xplore Technologies, Inc. (the “Company”) extended an offer to Robert N. McFarland to serve as a director of the Company, which offer was accepted on August 15, 2017. Mr. McFarland will fill the vacancy left by the previously announced resignation of Brian E. Usher-Jones, who had agreed to continue to serve on the Board of Directors until his replacement was identified and duly appointed or elected to the Board of Directors. Mr. McFarland qualifies as an independent director, as defined under The NASDAQ Stock Market Rules, and will initially serve on at least two yet to be determined committees of the Board of Directors of the Company. Mr. McFarland’s background and experience includes having executive experience with domestic and international enterprises and having served in the federal government.

Most recently, Mr. McFarland served as Assistant Secretary for Information and Technology in the Department of Veterans Affairs (VA) from 2004 through 2006. Since leaving the VA, Mr. McFarland has been providing consulting services in his individual capacity. Prior to joining the VA, Mr. McFarland served as Vice President of Governmental Relations with Dell Computer Corporation, and served in various other management positions with Dell beginning in 1996. Mr.McFarland’s qualifications to serve on the Company’s Board of Directors include his extensive executive management experience with domestic and international enterprises and having served in the federal government. Mr. McFarland’s selection as a director was not to any arrangement or understanding between Mr. McFarland and any other persons. The Company has not been a party to any transaction, and is not a party to any currently proposed transaction, in which Mr. McFarland had or will have a direct or indirect material interest, other than (i) the Company’s standard compensation for members of the Company’s Board of Directors, currently $24,000 in annual cash fees, paid quarterly in the amount of $6,000, and quarterly fees of $2,000 for service on up to two committees, and (ii) an initial grant of options to purchase 30,000 shares of the Company’s common stock under the Company’s 2009 Stock Incentive Plan, at a price per share equal to the closing sale price of the common stock on The NASDAQ Stock Market on the date of Mr. McFarland’s acceptance of the offer.

Section 7— Regulation FD

Item 5.02 Regulation FD Disclosure

On August 16, 2017, the Company issued a press release announcing the appointment of Mr. McFarland to the Company’s Board of Directors. A copy of the press release is furnished as Exhibit99.2 to this Current Report on Form8-K and incorporated by reference herein. In accordance with General Instruction B.2 of Form8-K, Exhibit99.2 hereto shall not be deemed to be “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 — Financial Statements and Exhibits

Item 5.02 Financial Statements and Exhibits

XPLORE TECHNOLOGIES CORP Exhibit
EX-99.1 2 ex99-1.htm EX-99.1   Exhibit 99.1   Xplore Technologies Appoints Robert McFarland to Its Board of Directors AUSTIN,…
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About Xplore Technologies Corp. (NASDAQ:XPLR)

Xplore Technologies Corp. (Xplore) is engaged in the development, integration and marketing of rugged mobile personal computers (PCs). The Company’s rugged tablet PCs are designed to withstand various conditions, such as extreme temperatures, driving rain, repeated vibrations, dirt, dust and concussive shocks. Xplore’s products are used by a range of field personnel, including energy pipeline inspectors, public safety responders, warehouse workers and pharmaceutical scientists. Its tablets are fitted with a range of accessories, including various docking solutions, wireless connectivity alternatives, global positioning system modules, biometric and smartcard options, as well as traditional peripherals, such as keyboards and cases. Xplore’s tablets also include long-term evolution (LTE) and wireless fidelity (Wi-Fi) connectivity options for real-time data access. Its products include the iX104 product family, Xslate B10, Motion R12, Motion F5m/C5m, Bobcat and Xslate D10.