8-K 1 a8-knewboardmemberjune2019.htm 8-K JUNE 2019 NEW BOARD MEMBER Document

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 13, 2019
Date of Report (Date of earliest event reported)


Exact Name of Registrant as Specified in its Charter

New Jersey
State of Incorporation
Commission File Number
IRS Employer Identification Number
2015 W. Chestnut Street, Alhambra, CA  91803
Address of principal executive offices, including zip code
(626) 293-3400
Registrant's telephone number, including area code
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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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 Act:
Title of Each Class
Trading symbol(s)
Name of Each Exchange on Which Registered
Common stock, no par value
The Nasdaq Stock Market LLC (Nasdaq Global Market)

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. ¨

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

Appointment of New Director

On June 13, 2019, the Board of Directors (the “Board”) of EMCORE Corporation (the “Company”) appointed Mr. Bruce Grooms as a director of the Company, effective as of June 17, 2019. Mr. Grooms was also appointed to serve as a member of the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

There are no arrangements or understandings between Mr. Grooms and any other persons pursuant to which Mr. Grooms was selected as a director. There are also no family relationships between Mr. Grooms and any director or executive officer of the Company and Mr. Grooms does not have a 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. Grooms appointment to the Board, Mr. Grooms will receive the standard compensation received by non-employee directors, which compensation was last described in the Company’s Definitive Proxy Statement filed with the SEC on January 14, 2019 and is incorporated herein by reference.

Item 7.01.                                      Regulation FD Disclosure.

On June 17, 2019, the Company issued a press release announcing the appointment of Mr. Grooms to the Board. A copy of that press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report and Exhibit 99.1 hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information or that Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Exhibit Description


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.
 Dated: June 17, 2019
By: /s/ Mark A. Gordon
Name: Mark A. Gordon
Title: Interim Principal Financial and Accounting Officer