Identiv Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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

Identiv, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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.

As previously disclosed, on April 9, 2025, each of Gary Kremen, Richard Kuntz, Mick Lopez, and Kirsten Newquist tendered their resignation from their current Class I or Class III directorship, as applicable, effective immediately prior to the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Identiv, Inc. (the “Company”). Further, each of Laura Angelini and James Ousley tendered their resignation from their then current Class II directorship, effective immediately prior to the Company’s 2025 annual meeting of stockholders held on June 10, 2025 (the “2025 Annual Meeting”).

These resignations were conditioned upon (i) stockholder approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to declassify the Company’s board of directors (the “Board”) (the “Declassification Amendment”) at the 2025 Annual Meeting and (ii) the subsequent filing and effectiveness of the Declassification Amendment. As disclosed below, the stockholders of the Company approved the Declassification Amendment at the 2025 Annual Meeting, which became effective on June 10, 2025. Accordingly, the classified structure of the Board will terminate at the 2026 Annual Meeting, and at such meeting and at each annual meeting of stockholders thereafter, all directors will stand for election for one-year terms.

In addition, as previously disclosed, the Board approved an amendment to the Company’s corporate governance guidelines to provide that if a majority of the votes cast for a director are marked “against” or “withheld” in an uncontested election, the director must promptly tender his or her irrevocable resignation for the Board’s consideration. The amended guidelines further provide that the Board shall nominate or elect as a director only persons who have agreed to tender, promptly following his or her election or re-election to the Board, an irrevocable resignation that will be effective if (i) a majority of the votes cast for the director are marked “against” or “withheld” at the next annual meeting at which the nominee faces re-election and (ii) the Board accepts such resignation. The Company has previously received such irrevocable, conditional resignations from each of Ms. Angelini, Dr. Kuntz, Mr. Lopez, Ms. Newquist, and Mr. Ousley. Mr. Kremen previously tendered his resignation from the Board effective immediately prior to the 2026 Annual Meeting.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained in Item 5.02 is incorporated by reference into this Item 5.03.

Restated Certificate of Incorporation

At the 2025 Annual Meeting, the Company’s stockholders approved, among other things, (i) the Declassification Amendment and (ii) an amendment to the Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law, and make other non-substantive, ministerial changes (the “Officer Exculpation Amendment,” and together with the Declassification Amendment, the “Amendments”).

Following stockholder approval at the 2025 Annual Meeting, on June 10, 2025, the Company filed certificates of amendment with the Secretary of State of the State of Delaware to effect the Amendments, which became effective upon filing. Following such filings, also on June 10, 2025, the Company filed a restated certificate of incorporation (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware to integrate all prior amendments and restate the Company’s Certificate of Incorporation in its entirety.

The foregoing description of the Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amended and Restated Bylaws

In connection with the Declassification Amendment, the Board previously approved and adopted new bylaws, which amended and restated the Company’s bylaws in their entirety (the “Amended and Restated Bylaws”), with such adoption contingent upon the approval and effectiveness of the Declassification Amendment. The Amended and Restated Bylaws became effective on June 10, 2025, concurrently with the effectiveness of the Declassification Amendment.

The Amended and Restated Bylaws contain conforming changes to implement the declassification of the Board and contain certain other provisions to modernize and clarify the Company’s corporate governance practices, including to:

The Amended and Restated Bylaws also incorporate various other non-material updates and technical, modernizing, clarifying and conforming changes. The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2025, the Company held its 2025 Annual Meeting. The final results for each of the matters submitted to the stockholders at the 2025 Annual Meeting are as follows:

1. The Declassification Amendment was approved. The votes were as follows:

2. The following Class II director nominees were elected to each serve for a one-year term expiring at the 2026 Annual Meeting, to hold office until their respective successors have been elected and qualified, or upon their earlier death, resignation or removal. The votes were as follows:

3. The Officer Exculpation Amendment was approved. The votes were as follows:

4. The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis. The votes were as follows:

5. The appointment of BPM LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 was ratified. The votes were as follows:

Item 8.01 Other Events.

As a result of the adoption of the Amended and Restated Bylaws, in order to be considered at the 2026 Annual Meeting, a stockholder’s nomination or proposal of other business must be delivered to, or mailed and received by, the Company’s Secretary at the Company’s principal executive offices not earlier than 5:00 p.m. Eastern Time on December 31, 2025 nor later than 5:00 p.m. Eastern Time on January 30, 2026. This is a change from the deadlines contained in the Company’s definitive proxy statement for the 2025 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.