Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 20, 2022, the Board of Directors (the “Board”) of Astrotech Corporation
(the “Company”) appointed Jim Becker as a director of the Company, effective as
of June 20, 2022, to fill a vacancy on the Board. The Board has determined that
Mr. Becker is independent in accordance with Nasdaq rules. In addition, Mr.
Becker has been appointed to serve on each of the compensation committee, the
corporate governance and nominating committee and the audit committee of the
Board. In connection with his appointment, Mr. Becker was granted 50,000
restricted shares of the Company’s common stock under the Company’s 2021 Omnibus
Equity Incentive Plan, vesting in three equal annual installments on June 20,
2023, June 20, 2024, and June 20, 2025. Mr. Becker will receive the standard
compensation package for the Company’s non-employee directors as described in
the section entitled “Director Compensation” in the Company’s Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on February 2,
Mr. Becker founded Becker Logistics in 1997 and has served as its Chief
Executive Officer since its inception. Mr. Becker brings extensive leadership
experience to the Company, with a focus on strategic market growth and
expansion, scaling and business process improvements, along with public speaking
and corporate management skills. He currently serves as a Chairman of Membership
Committee for the Transportation Intermediaries Association where he also served
as an At-Large Board Member for two terms from 2013-2019. Mr. Becker also serves
as an Executive Advisory Committee Member for McLeod Software and is the creator
of Jenna’s Foundation. In July 2021, Mr. Becker was appointed to the board of
The Monroe Institute, a non-profit organization. Mr. Becker received a
certificate in Mergers and Acquisitions from the University of Chicago Booth
School of Business and attended Northwestern University for Leadership and
There are no arrangements or understandings between Mr. Becker and any other
person pursuant to which Mr. Becker was appointed as a director. There are no
transactions to which the Company or any of its subsidiaries is a party and in
which Mr. Becker has a direct or indirect material interest subject to
disclosure under Item 404(a) of Regulation S-K.
As a result of Mr. Becker’s appointment, the Company believes it has regained
compliance with (i) Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit
committee of a Nasdaq-listed company to have a minimum of three members, each of
whom satisfies the independence requirements set forth in the applicable Nasdaq
rules and (ii) Nasdaq Listing Rule 5605(b)(1), which requires that the majority
of the board of directors of a Nasdaq-listed company be comprised of
“independent directors” as defined in the Nasdaq rules.
Item 7.01 Regulation FD Disclosure.
On June 23, 2022, the Company issued a press release announcing Mr. Becker’s
appointment to the Board. A copy of the press release is furnished hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not
be deemed to be “filed” for the purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of the general incorporation language of such filing,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits
Exhibit No. Description
99.1 Press Release, dated June 23, 2022 issued by Astrotech Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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