Cerence Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2025, the Board of Directors (the “Board”) of Cerence Inc. (the “Company”) expanded the size of the Board from seven to eight directors, and appointed Marion Harris as a member of the Board, effective April 1, 2025. Mr. Harris will serve for a term expiring at the 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. Mr. Harris will serve on the Audit Committee.
Mr. Harris will receive an initial equity award grant with a target value of approximately $135,000 in accordance with the Company’s director compensation program. As a non-employee director, Mr. Harris is also entitled to receive an annual cash retainer of $100,000. Mr. Harris will otherwise participate in the Company’s director compensation program in the same manner as other non-employee directors.
The Company also will enter into an indemnification agreement with Mr. Harris in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. There are no other arrangements or understandings between Mr. Harris and any other persons pursuant to which he was selected as a director. Additionally, Mr. Harris has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
A press release, dated March 20, 2025, announcing the appointment of Mr. Harris as a director of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
99.1 |
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Press Release issued by Cerence Inc. on March 20, 2025 (furnished herewith). |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 thereunto duly authorized.
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Cerence Inc. |
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Date: March 20, 2025 |
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By: |
/s/ Brian Krzanich |
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Name: Brian Krzanich |
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Title: President, Chief Executive Officer |