UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 30, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
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Registrant’s telephone number, including area code: (952 ) 851-5200
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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 March 30, 2025, the Board of Directors (“Board”) of SkyWater Technology, Inc. (the “Company”) elected Timothy E. Baxter, Andrew D. C. LaFrence and Tammy J. Miller to serve on the Board effective March 31, 2025. Each of Mr. Baxter, Mr. LaFrence and Ms. Miller will serve as a director for a term expiring at the Company’s 2025 Annual Meeting of Stockholders.
The Board has determined that each of Mr. Baxter, Mr. LaFrence and Ms. Miller is independent under Nasdaq rules. In conjunction with their election to the Board, the Board appointed each of Mr. Baxter, Mr. LaFrence and Ms. Miller to the Audit Committee of the Board and Ms. Miller to the Compensation Committee of the Board.
Mr. Baxter’s, Mr. LaFrence’s and Ms. Miller’s compensation will be consistent with that of other non-employee directors paid by the Company pursuant to its Non-Employee Director Compensation Policy, a copy of which was filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 14, 2025. Such compensation will be pro-rated to reflect the actual time Mr. Baxter, Mr. LaFrence and Ms. Miller serve on the Board.
There are no arrangements or understandings between any of Mr. Baxter, Mr. LaFrence or Ms. Miller and any other person pursuant to which they were selected as directors, and there are no transactions related to the Company in which they have an interest requiring disclosure under Item 404(a) of Regulation S-K. Additionally, in connection with their appointments, each of Mr. Baxter, Mr. LaFrence and Ms. Miller will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, a copy of which was filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2025.
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 hereunto duly authorized.
| SkyWater Technology, Inc. | ||||||||
Date: April 1, 2025 | /s/ Thomas J. Sonderman | |||||||
| Name: | Thomas J. Sonderman | |||||||
| Title: | Chief Executive Officer | |||||||