Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2022, Rekor Systems, Inc. (the "Company") publicly announced
that Rodney Hillman will resign, effective September 30, 2022, from his position
as Chief Operating Officer of the Company to pursue other interests. Mr.
Hillman's resignation is not the result of any disagreement with the Company on
any matter relating to the Company's operations, policies or practices.
The Company also announced that David Desharnais has been appointed to the
position of President and Chief Operating Officer of the Company, effective
September 30, 2022. Mr. Desharnais, 50, currently serves as President of the
Company, and has over two decades of experience leading growth strategies for
technology driven businesses from start-ups to multinational corporations and
across multiple industries. Mr. Desharnais will continue to report to the
Company's Chief Executive Officer, Robert A. Berman.
Prior to joining the Company in January 2022, Mr. Desharnais served as Executive
Vice President, Chief Digital Product Officer and as a member of the board of
directors for IDEMIA, where he was responsible for global strategy and teams
across product management, engineering and application development, customer
delivery and integration, cybersecurity, data and analytics, strategic alliances
and digital labs. Prior to IDEMIA, Mr. Desharnais was an executive at Amazon,
where he served as the General Manager of Worldwide Industries for Amazon Web
Services (AWS). Prior to Amazon, Mr. Desharnais was an executive at American
Express, where he served as Senior Vice President and General Manager for
Digital and Commercial Platforms and Global Commercial Payments. Mr. Desharnais
graduated summa cum laude with a Bachelor of Science in electrical engineering
technology from University of Calgary, and received a Master of Business
Administration in strategy, finance, and marketing from the University of
Washington, Michael G. Foster School of Business.
In connection with his appointment as President and Chief Operating Officer of
the Company, no amendment has been made to the terms of Mr. Desharnais'
previously disclosed employment agreement.
There is no arrangement or understanding between Mr. Desharnais and any other
person pursuant to which Mr. Desharnais has been selected as an officer of the
Company that would require disclosure under Item 401(b) of Regulation S-K.
Additionally, there is no family relationship between Mr. Desharnais and any
other person that would require disclosure under Item 401(d) of Regulation S-K.
Mr. Desharnais is also not a party to any transactions that would require
disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
The press release announcing Mr. Hillman's resignation from the Company, and the
appointment of Mr. Desharnais as President and Chief Operating Officer, is
attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K,
including the Press Release, shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. Further, such information shall not
be deemed incorporated by reference into any reports or filings with the
Securities and Exchange Commission, whether made before or after the date
hereof, except as expressly set forth by specific reference in such report or
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release, dated September 28, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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