8-K

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): January 21, 2021

RESONANT INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36467	45-4320930
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10900 Stonelake Blvd, Suite 100, Office 02-130
Austin, Texas	93117
(Address of Principal Executive Offices)	(Zip Code)

(805) 308-9803

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	RESN	The NASDAQ Stock Market LLC

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 (see General Instruction A.2. below):

☐ 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))

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. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Resonant Inc. and, in the case of George Holmes, our Board of Directors, approved increases in the annual base salaries payable to our executive officers, including George Holmes, Martin McDermut and Dylan Kelly, our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, respectively, who are our named executive officers, in the amounts set forth opposite their names below. Such increases became effective on January 23, 2021.

Executive	Old Annual Base Salary	New Annual Base Salary
George Holmes	$400,000	$425,000
Martin McDermut	$307,340	$314,716
Dylan Kelly	$285,000	$300,000

On January 21, 2021, the Compensation Committee awarded restricted stock units (“RSUs”) under the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan to our employees, including Messrs. Holmes, McDermut and Kelly in the amounts set forth opposite their names below. Such RSUs will vest in four equal annual installments on December 1, 2021, 2022, 2023 and 2024, provided the recipient remains employed with us until the vesting date. The RSU award to Mr. Holmes was approved by our Board of Directors upon the recommendation of the Compensation Committee.

Executive	Number of RSUs
George Holmes	154,440
Martin McDermut	47,333
Dylan Kelly	46,216

On January 21, 20210, the Compensation Committee approved quarterly and annual bonus awards to our employees, including Messrs. Holmes, McDermut and Kelly, pursuant to our 2020 Incentive Bonus Program for their performance during the fourth quarter and fiscal year ended December 31, 2020. The bonus awards were paid in cash, in the amounts set forth opposite their names below. The bonus award to Mr. Holmes was approved by our Board of Directors upon the recommendation of the Compensation Committee.

Executive	Bonus Amount
George Holmes	$	100,000
Martin McDermut	$	35,744
Dylan Kelly	$	48,940

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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.

Date: January 25, 2021 Resonant Inc.

By:	/s/ Martin S. McDermut
	Martin S. McDermut
	Chief Financial Officer

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XML

Cover	Jan. 21, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 21, 2021
Entity Registrant Name	RESONANT INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36467
Entity Tax Identification Number	45-4320930
Entity Address, Address Line One	10900 Stonelake Blvd
Entity Address, Address Line Two	Suite 100, Office 02-130
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	93117
City Area Code	805
Local Phone Number	308-9803
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	RESN
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001579910
Amendment Flag	false