UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Election of Directors.
Effective July 11, 2022, the Board of Directors (the “Board”) of Matterport, Inc. (the “Company”) increased the number of directors on the Board from four to five and appointed Susan Repo to fill the vacancy on the Board in accordance with the Company’s Amended and Restated Bylaws. The Board determined that Ms. Repo qualifies as an “independent director” under the NASDAQ listing standards and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Ms. Repo has been designated as a Class II director with a term expiring at the next annual meeting of the Company’s stockholders. The Board also appointed Ms. Repo to serve on the Audit Committee of the Board (the “Audit Committee”) and designated her as the chairperson of the Audit Committee.
There are no arrangements or understandings between Ms. Repo and any other person pursuant to which she was selected as a director. Furthermore, there are no transactions between Ms. Repo or any member of her immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission (the “SEC”).
Ms. Repo will participate in, and be compensated in accordance with, the Company’s non-employee director compensation program. A description of the cash and equity compensation provided to the Company’s non-employee directors under the Company’s non-employee director compensation program is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on May 27, 2022.
Ms. Repo will enter into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2021.
Item 7.01. Regulation FD Disclosure.
On July 11, 2022, the Company issued a press release announcing the appointment of Ms. Repo to the Board. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated July 11, 2022 of Matterport, Inc. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
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 hereunto duly authorized.
| Matterport, Inc. | ||||||
| Date: July 11, 2022 | By: | /s/ James D. Fay | ||||
| Name: | James D. Fay | |||||
| Title: | Chief Financial Officer | |||||