Management Change/Compensation - Form 8-K

Item 5.02

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

Amendment to Chief Financial Officer's Employment Letter Agreement

On April 13, 2024, upon the recommendation of the Compensation Committee (the "Compensation Committee"), the Board of Directors (the "Board") of Identiv, Inc. (the "Company" or "Identiv") reviewed the employment terms of the Company's Chief Financial Officer, Justin Scarpulla, and approved an amendment (the "Amendment") to his employment letter agreement with the Company dated as of October 25, 2021. Pursuant to the Amendment, if Mr. Scarpulla is terminated without Cause (as defined in such employment letter agreement), he is entitled to receive 12 months of his then-current base salary and benefits. The Amendment also reflects an increase in Mr. Scarpulla's annual base salary from $325,000 to $345,000, effective as of April 1, 2024.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference.

Contingent Equity Grants

On April 13, 2024, upon the recommendation of the Compensation Committee, the Board approved grants of restricted stock units ("RSUs") and performance-based restricted stock units ("PRSUs") to each of Kirsten Newquist, President, IoT Solutions, and Mr. Scarpulla pursuant to the Company's 2011 Incentive Compensation Plan (the "2011 Plan"). Subject to and contingent upon approval by the Company's stockholders to increase the number of shares authorized for issuance under the 2011 Plan at the Company's 2024 annual meeting of stockholders, Ms. Newquist will receive (i) 200,000 RSUs which will vest over four years, with 25% vesting on April 15, 2025 and the remaining 75% vesting quarterly over 12 quarters thereafter, and (ii) 200,000 PRSUs which will vest based on the level of achievement of performance metrics to be established by the Compensation Committee, and Mr. Scarpulla will receive (i) 62,500 RSUs which will vest over 24 months beginning on April 15, 2024 and (ii) 62,500 PRSUs which will vest based on the level of achievement of performance metrics to be established by the Compensation Committee.

In addition to the RSUs described above, the Board, upon the recommendation of the Compensation Committee, also approved a grant to Mr. Scarpulla of 65,000 fully vested RSUs pursuant to the 2011 Plan, effective as of and contingent upon the closing of the Stock and Asset Sale (as defined below), provided that Mr. Scarpulla remains employed by the Company through the closing of the Stock and Asset Sale. As previously disclosed, on April 2, 2024, the Company entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement") with Hawk Acquisition, Inc., a Delaware corporation ("Buyer"), whereby the Company will sell its physical security business (the "Physical Security Business") to Buyer through the sale of certain of its assets (such transaction, the "Stock and Asset Sale").

The foregoing contingent equity awards are subject to the terms and conditions of the 2011 Plan and the applicable stock award agreements.

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Additional Information and Where to Find It

On April 2, 2024, Identiv entered into the Purchase Agreement, whereby Identiv agreed to sell its Physical Security Business to Buyer (the "Transaction"). Identiv intends to file with the SEC a proxy statement on Schedule 14A with respect to its solicitation of proxies for approval of the Transaction (the "Proxy Statement"). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY IDENTIV AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Identiv free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Identiv are also available free of charge in the "Investors-Financials" section of Identiv's website at identiv.com/investors/financials.

Participants in the Solicitation

Identiv, its directors, director nominees, certain of its officers, and other members of management and employees (as set forth below) are or may be deemed to be "participants" (each a "Participant" and collectively, the "Participants") in the solicitation of proxies from stockholders of Identiv in connection with the Transaction.

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Information about Identiv's executive officers and directors, including compensation, is set forth in the sections entitled "Election of Directions," "Executive Compensation," including "Executive Compensation-Compensation Discussion and Analysis," and "Corporate Governance-Compensation of Directors" of Identiv's definitive proxy statement for its 2023 Annual Meeting of Stockholders, filed with the SEC on April 28, 2023 (the "2023 Proxy Statement"), as well as its Current Reports on Form 8-Kfiled with the SEC on April 13, 2023, October 11, 2023, and April 3, 2024.

As of March 31, 2024, each Participant, other than Gary Kremen and James E. Ousley, set forth below beneficially owned less than 1% of Identiv's issued and outstanding common stock. Information about the ownership of common stock by Identiv's executive officers and directors is set forth in the section entitled "Security Ownership of Certain Beneficial Owners and Management" of the 2023 Proxy Statement. To the extent holdings by the directors and executive officers of Identiv securities reported in the 2023 Proxy Statement have changed, such changes have been reflected in Form 4s filed with the SEC as set forth next to such executive officer's or director's name below. Any further changes will be reflected in Forms 3, 4 or 5 to be filed with the SEC, as well as the section entitled "Security Ownership of Certain Beneficial Owners and Management" of Identiv's definitive Proxy Statement, and other materials to be filed with the SEC. All these documents are or will be available free of charge at the SEC's website at www.sec.gov and in the "Investors-Financials" section of Identiv's website at identiv.com/investors/financials.

Directors*^		Security Ownership of Directors		Certain Officers and Other Employees*		Security Ownership of Executive Officers
Laura Angelini		Form 4 filed on August 2, 2023.		Steven Humphreys (Chief Executive Officer and Director)		Form 4s filed on May 2, 2023, May 10, 2023, May 11, 2023, May 15, 2023, June 2, 2023, July 5, 2023, August 2, 2023, September 1, 2023, October 2, 2023, November 2, 2023, December 1, 2023, January 2, 2024, February 1, 2024, March 1, 2024, and April 1, 2024.
Gary Kremen		Form 4 filed on August 2, 2023.		Justin Scarpulla (Chief Financial Officer and Secretary)		N/A
Richard E. Kuntz, M.D.		Form 4 filed on August 2, 2023.		Kirsten F. Newquist (President, IoT Solutions)		Form 3 filed on April 17, 2024.
James E. Ousley		Form 4 filed on August 2, 2023.

*	The business address is 2201 Walnut Avenue, Suite 100, Fremont, California 94538.

^	Excludes Steven Humphreys, Identiv's Chief Executive Officer, who is listed under "Certain Officers and Other Employees."

Each of Buyer and Seven2 SAS (together, Vitaprotech) is or may be deemed to be a "participant" in the solicitation of proxies from stockholders of Identiv in connection with the Transaction. Information about the ownership of securities of Vitaprotech is set forth in the Schedule 13D filed by Vitaprotech on April 12, 2024. In addition, each of Bleichroeder LP and Bleichroeder Holdings LLC (together, "Bleichroeder") is or may be deemed to be a "participant" in the solicitation of proxies from stockholders of Identiv in connection with the Transaction. Information about the ownership of securities of Bleichroeder is set forth in the section entitled "Security Ownership of Certain Beneficial Owners and Management" of the 2023 Proxy Statement and Amendment No. 2 to the Schedule 13D filed by Bleichroeder on April 4, 2024. Any further changes will be reflected in the section entitled "Security Ownership of Certain Beneficial Owners and Management" of Identiv's definitive Proxy Statement, and other materials to be filed with the SEC.

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