Form 8-K - Current report

SkyWater Technology, Inc false 0001819974 0001819974 2024-03-07 2024-03-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2024

 

 

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-40345		37-1839853
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2401 East 86th Street Bloomington, Minnesota		55425
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share		SKYT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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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 7, 2024, the Board of Directors (“Board”) of SkyWater Technology, Inc. (the “Company”) elected Dennis J. Goetz and Joseph J. Humke to serve on the Board effective April 1, 2024. Each of Mr. Goetz and Mr. Humke will serve as a director for a term expiring at the Company’s 2024 Annual Meeting of Stockholders.

The Board has determined that each of Mr. Goetz and Mr. Humke is independent under Nasdaq rules. In conjunction with their election to the Board, the Board appointed Mr. Goetz to the Audit Committee of the Board and Mr. Humke to the Nominating and Corporate Governance Committee of the Board.

Mr. Goetz’ and Mr. Humke’s compensation will be consistent with that of other non-employee directors paid by the Company pursuant to its Non-Employee Director Compensation Policy, a copy of which was filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K (as amended) originally filed with the U.S. Securities and Exchange Comxmission (“SEC”) on March 15, 2023. Such compensation will be pro-rated to reflect the actual time Mr. Goetz and Mr. Humke serve on the Board.

There are no arrangements or understandings between either Mr. Goetz or Mr. Humke and any other person pursuant to which he was selected as a director, and there are no transactions related to the Company in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. Additionally, in connection with their appointments, each of Mr. Goetz and Mr. Humke will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, a copy of which was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K (as amended) originally filed with the SEC on March 15, 2023.

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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 hereunto duly authorized.

 

				SkyWater Technology, Inc.
Date: March 8, 2024				/s/ Thomas J. Sonderman
				Name:		Thomas J. Sonderman
				Title:		Chief Executive Officer

Document and Entity Information	Mar. 07, 2024
Cover [Abstract]
Entity Registrant Name	SkyWater Technology, Inc
Amendment Flag	false
Entity Central Index Key	0001819974
Document Type	8-K
Document Period End Date	Mar. 07, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-40345
Entity Tax Identification Number	37-1839853
Entity Address, Address Line One	2401 East 86th Street
Entity Address, City or Town	Bloomington
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55425
City Area Code	(952)
Local Phone Number	851-5200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	SKYT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

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