SES AI Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 27, 2025, Michael Noonen informed SES AI Corporation (the “Company”) of his decision to resign from his position as a member of the Board of Directors (the “Board”), effective September 2, 2025. In tendering his resignation, Mr. Noonen indicated that he was resigning in order to focus on his other professional endeavors and not due to any disagreement relating to the Company’s management, board of directors, operations, policies or practices.
On September 2, 2025, the Board appointed Andrew Boyd to serve as a Class II director, effective immediately, for a term expiring at the 2027 Annual Meeting of Stockholders, or his earlier death, resignation, retirement, disqualification or removal. Mr. Boyd was also appointed to the audit committee and the compensation committee of the Board. The Board has determined that Mr. Boyd meets the independence requirements of the Company’s Corporate Governance Guidelines and under applicable New York Stock Exchange listing standards.
Mr. Boyd, 55, currently serves as Partner at Bramalea Partners, LLC (“Bramalea”), a technology focused fund manager which he founded in January 2020. Prior to Bramalea, Mr. Boyd served in a variety of roles at Fidelity Management & Research Company (“Fidelity”) over a 15-year career, culminating in his role as the Global Head of Equity Capital Markets. Mr. Boyd has a BA (Hons) from the University of Toronto and an LL.B. from the University of Detroit, Mercy.
Mr. Boyd will receive the same compensation as the Company’s other non-employee directors, as described in Amendment No. 1 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on April 30, 2025. There are no arrangements or understandings between Mr. Boyd and any other person pursuant to which Mr. Boyd was selected as a director.
In connection with the appointment, the Company will enter into its standard form of director indemnification agreement with Mr. Boyd, the form of which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 8, 2022. Mr. Boyd is not a participant in any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Boyd to the Board is furnished herewith as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |