Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on November 11, 2022, the Board of Directors (the "Board") of Phunware, Inc. (the "Company") approved the appointment of Russell Buyse to serve as Chief Executive Officer of the Company, effective December 28, 2022 (the "Employment Start Date"). In connection therewith, on November 17, 2022, the Board appointed Mr. Buyse to serve as a director on our Board effective as of November 21, 2022, to fill the vacancy on the Board created by the resignation of Randall Crowder, to serve on the Board as a Class III director until the 2024 annual meeting of stockholders or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal. Mr. Buyse will receive a one-time payment of $6,000, less applicable taxes, for his service on the Board from November 21, 2022 until his Employment Start Date. Subsequent to his Employment Start Date, Mr. Buyse will not receive any additional compensation for his service on the Board.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company on November 21, 2022 announcing the appointment of Mr. Buyse as Chief Executive Officer is attached as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information furnished and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit Title Press Release dated November 1 8, 2022 titled "Phunware Appoints 99.1* Russ Buyse as Chief Executive Officer " 104 Cover Page Interactive Data File (embedded
within the inline XBRL document)
* Furnished herewith
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