Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 6, 2020, upon the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors (the "Board") of DASAN Zhone Solutions, Inc., a Delaware corporation (the "Company"), unanimously appointed Joon Kyung Kim, age 61. With Mr. Kim's appointment, which fills the existing Class I vacancy on the Company's board, Dasan Zhone's board of directors expands to seven directors, including four independent directors and three non-independent directors. As a Class I director, Mr. Kim's initial term expires at the 2020 Annual Meeting of stockholders. Mr. Kim will serve on the Audit Committee and the Corporate Governance and Nominating Committee.

Mr. Kim brings to DASAN Zhone's board more than 36 years of experience in audit and advisory services from KPMG. Prior to joining DASAN Zhone, Kim served as the National Partner in Charge of KPMG's Korean practice, a role to which he was appointed in 2005. During his career at KPMG, he progressed through various financial statement audit roles, developing expertise in financial statement audits, operational reviews and special audits of specified areas of operations, regulatory supervisory advice, credit reviews, performance improvement, and internal control related advisory services, and in 1999 was promoted to Partner. Kim holds a Bachelor of Science degree in Business Administration from the University of California, Berkeley and is a Certified Public Accountant.

There were no arrangements or understandings between Mr. Kim and any other persons pursuant to which he was appointed as a director. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Mr. Kim and the Company or any director or executive officer of the Company, and the Board has determined that Mr. Kim meets the applicable independence requirements of The Nasdaq Stock Market listing standards.

In connection with his appointment to the Board, Mr. Kim will receive the standard compensation payable to non-employee directors under the Company's Non-Employee Director Compensation Program. The description of the Company's Non-Employee Director Compensation Program is qualified in its entirety by reference to the full text of the Non-Employee Director Compensation Program, which was filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Mr. Kim will also enter into the Company's standard indemnity agreement for directors and executive officers.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses