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    Cerence Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

    3/20/25 4:30:09 PM ET
    $CRNC
    Computer Software: Prepackaged Software
    Technology
    Get the next $CRNC alert in real time by email
    8-K
    0001768267false00017682672025-03-172025-03-17

     

     

    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): March 17, 2025

     

    CERENCE INC.

    (Exact name of Registrant as Specified in Its Charter)

     

    Delaware

     

    001-39030

     

    83-4177087

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission File Number)

     

    (IRS Employer

    Identification No.)

     

     

     

     

     

    25 Mall Road,

    Suite 416

    Burlington, Massachusetts

     

     

    01803

    (Address of Principal Executive Offices)

     

     

    (Zip Code)

    Registrant’s Telephone Number, Including Area Code: (857) 362-7300

    Not Applicable

    (Former Name or Former Address, if Changed Since Last Report)

     

    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:

     

    ☐

     

    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))

     

    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, $0.01 par value

     

    CRNC

     

    The NASDAQ Stock Market LLC

    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.

    On March 17, 2025, the Board of Directors (the “Board”) of Cerence Inc. (the “Company”) expanded the size of the Board from seven to eight directors, and appointed Marion Harris as a member of the Board, effective April 1, 2025. Mr. Harris will serve for a term expiring at the 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. Mr. Harris will serve on the Audit Committee.

    Mr. Harris will receive an initial equity award grant with a target value of approximately $135,000 in accordance with the Company’s director compensation program. As a non-employee director, Mr. Harris is also entitled to receive an annual cash retainer of $100,000. Mr. Harris will otherwise participate in the Company’s director compensation program in the same manner as other non-employee directors.

    The Company also will enter into an indemnification agreement with Mr. Harris in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. There are no other arrangements or understandings between Mr. Harris and any other persons pursuant to which he was selected as a director. Additionally, Mr. Harris has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

    Item 7.01. Regulation FD Disclosure.

    A press release, dated March 20, 2025, announcing the appointment of Mr. Harris as a director of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

    Item 9.01. Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit

    Number

    Description

    99.1

    Press Release issued by Cerence Inc. on March 20, 2025 (furnished herewith).

    104

     

    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     


     

    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 thereunto duly authorized.

     

    Cerence Inc.

    Date: March 20, 2025

    By:

      /s/ Brian Krzanich

      Name: Brian Krzanich

      Title: President, Chief Executive Officer

     

     


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