UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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. |
Appointment of Chief Financial Officer
On January 4, 2025, the Board of Directors (the “Board”) of Lantronix, Inc. (the “Company”) appointed Brent Stringham as the Company’s Chief Financial Officer effective as of January 6, 2025.
Mr. Stringham, age 46, has been serving as the Company’s Chief Accounting Officer and Interim Chief Financial Officer since September 2024. Previously, Mr. Stringham served as the Company’s Senior Director of Finance and Corporate Controller since February 2012.
There are no arrangements or understandings between Mr. Stringham and any other persons pursuant to which he was selected as an officer of the Company. There are also no family relationships between Mr. Stringham and any director or executive officer of the Company, and Mr. Stringham does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Stringham’s appointment as Chief Financial Officer, the Company entered into an Amendment to Mr. Stringham’s employment agreement with the Company dated January 6, 2025 (the “Amendment”), which includes the following compensation for Mr. Stringham:
| • | Mr. Stringham will be entitled to an annual base salary of $310,000. | |
| • | Mr. Stringham will be entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Mr. Stringham’s annual target bonus opportunity will be 50% of his base salary for the corresponding fiscal year (effective as of January 1, 2025). |
The foregoing description of the Amendment is a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On January 10, 2025, the Company issued a press release announcing the appointment of Mr. Stringham as Chief Financial Officer effective on January 6, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Amendment to Letter Agreement, dated as of January 6, 2025, between Brent Stringham and Lantronix, Inc. | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| LANTRONIX, INC. | |||
| By: |
/s/ Saleel Awsare | ||
| Saleel Awsare | |||
| President and Chief Executive Officer | |||
Date: January 10, 2025
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