false00018266810001826681strc:RedeemableWarrantMember2024-01-152024-01-150001826681us-gaap:CommonStockMember2024-01-152024-01-1500018266812024-01-152024-01-15

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2024

 

 

Sarcos Technology and Robotics Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39897	85-2838301
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
650 South 500 West, Suite 150
Salt Lake City, Utah				84101
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (888) 927-7296

 

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		STRC		The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $69.00 per share		STRCW		The Nasdaq Stock Market LLC

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. ☐

 

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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.

 

Appointment of Benjamin G. Wolff as President and Chief Executive Officer

On January 16, 2024, the Board of Directors (the “Board”) of Sarcos Technology and Robotics Corporation (the “Company”) appointed Benjamin G. Wolff as President and Chief Executive Officer of the Company, effective February 23, 2024 (the “Start Date”). Mr. Wolff currently serves as a member of the Board and the Company’s Executive Vice Chairman, and previously served as Executive Chairman of the Board from December 2021 to February 2023 and as Chief Executive Officer and Chairman of the Board from September 2021 to December 2021. Prior to the business combination between Sarcos Corp. (“Old Sarcos”) and the Company’s predecessor, Rotor Acquisition Corp. in September 2021, Mr. Wolff served as Chief Executive Officer and Chairman of the board of directors of Old Sarcos beginning September 2015, as its President beginning December 2020 and as a member of its board of directors beginning February 2015.

There are no arrangements or understandings between Mr. Wolff and any other persons pursuant to which he was appointed President and Chief Executive Officer. There are also no family relationships between Mr. Wolff and any director or executive officer of the Company. Mr. Wolff and certain of his immediate family members have entered into transactions with the Company that are reportable under Item 404(a) of Regulation S-K, which transactions are described beginning on page 59 of the Company’s proxy statement for the 2023 annual meeting of stockholders, which description is incorporated herein by reference.

Prior to joining Old Sarcos, Mr. Wolff served as Chief Executive Officer, President and Chairman at Pendrell Corporation from December 2009 to November 2014. In April 2004, Mr. Wolff co-founded Clearwire Corporation, where he served as President and Chief Executive Officer until March 2009 and Co-Chairman until October 2011. Mr. Wolff previously served on the board of the Cellular Telecommunications Industry Association (CTIA). Mr. Wolff also serves on the board of directors of Globalstar, Inc. (NYSE: GSAT) and is a member of its audit committee and compensation committee, and serves as the chairman of its strategic review committee. Mr. Wolff earned his law degree from Northwestern School of Law, Lewis & Clark College in Portland, Oregon, and his Bachelor of Science degree from California Polytechnic State University. Mr. Wolff is 55 years old.

Wolff Employment Agreement

In connection with his appointment as President and Chief Executive Officer, on January 17, 2024 Mr. Wolff, Old Sarcos and the Company entered into an employment agreement (the “Wolff Employment Agreement”), which is attached as Exhibit 10.1 hereto. The Wolff Employment Agreement provides for an at-will employment term of one year, subject to extension for an additional year upon notice by the Company no less than 90 days prior to February 23, 2025.

Pursuant to the Wolff Employment Agreement, Mr. Wolff is entitled to the following compensation and benefits:

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An annual base salary of $240,000;

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Eligibility for one or more bonuses at the discretion of the Board or the Compensation Committee (though Mr. Wolff will not be entitled to participate in the Company’s annual bonus plan unless otherwise determined at the discretion of the Board or the Compensation Committee);

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A restricted stock award of 625,000 shares of common stock of the Company, which will vest on the earlier of (i) February 23, 2025 and (ii) the date of a Change in Control (as defined in the Wolff Employment Agreement), in each case subject to continued service through such date;

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In the event the Company elects to extend the at-will employment term for an additional year, an additional restricted stock award grant of 625,000 shares of common stock of the Company, which will vest on the earlier of (i) February 23, 2026 and (ii) the date of a Change in Control, in each case subject to continued service through such date;

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In the event of a termination of employment by the Company before the last day of the employment term that is (i) without Cause (as defined in the Wolff Employment Agreement) and without Mr. Wolff’s consent, or (ii) by Mr. Wolff for Good Reason (as defined in the Wolff Employment Agreement), then, contingent on Mr. Wolff’s signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and compliance with the terms of his Sarcos Employee Intellectual Property Agreement dated January 17, 2024, Mr. Wolff will be eligible to receive:

o

Base salary for a severance period through the remainder of the employment term in effect prior to termination;

o

Prorated vesting of any then outstanding restricted stock award for the days of actual service during the award’s vesting period; and

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Reimbursement for group health care premiums paid for COBRA continuation coverage through the remainder of the employment term in effect prior to termination; and

•

In the event that Mr. Wolff incurs any excise tax liability for golden parachute payments in connection with a change in control event that occurs on or before the first anniversary of the end of the employment term; a gross-up payment to cover the amount of that excise tax on an after-tax basis.

The foregoing description of the Wolff Employment Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 hereto.

Appointment of Laura Peterson as Executive Vice Chairman

In connection with Mr. Wolff’s appointment as President and Chief Executive Officer, on January 16, 2024, Ms. Peterson resigned her position as President and Chief Executive Officer and was appointed by the Board as Executive Vice Chair of the Company, effective on the Start Date. Ms. Peterson will continue to serve on the Board in addition to being employed as Executive Vice Chair.

In connection with her appointment as Executive Vice Chairman effective February 23, 2024, on January 17, 2024 Ms. Peterson executed an Employment Letter with the Company and Old Sarcos (the “Peterson Employment Letter’) providing for the following compensation and benefits:

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An annual base salary of $225,000;

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Eligibility for one or more bonuses at the discretion of the Board or the Compensation Committee (though Ms. Peterson will not be entitled to participate in the Company’s annual bonus plan unless otherwise determined at the discretion of the Board or the Compensation Committee);

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An award of restricted stock units of the Company with a value equal to $100,000 divided by the closing price of a share of the Company’s common stock on the grant date, rounded to the nearest whole share (the “RSUs”), which RSUs will be scheduled to vest in full on February 23, 2025, subject to continued service through such date; and

•

Eligibility to participate in employee benefit plans and policies subject to any qualification requirements.

The foregoing description of the Peterson Employment Letter is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.2 hereto.

Director Resignations

On January 15, 2024, Peter Klein resigned from the Board, effective January 19, 2024. Upon the effectiveness of his resignation, Mr. Klein will also cease to serve on any Board committees, including as a member and Chairman of the Compensation Committee of the Board and as a member of the Strategic Transaction Committee of the Board. Mr. Klein’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On January 18, 2024, Priya Balasubramaniam resigned from the Board, effective January 19, 2024. Upon the effectiveness of her resignation, Ms. Balasubramaniam will also cease to serve on any Board committees, including as a member of the Nominating and Corporate Governance Committee of the Board. Ms. Balasubramaniam’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company expresses its gratitude to Mr. Klein and Ms. Balasubramaniam for their years of invaluable and dedicated service.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Employment Agreement between the Company, Sarcos Corp. and Benjamin G. Wolff, dated January 17, 2024
10.2	Peterson Offer Letter, between the Company, Sarcos Corp. and Laura Peterson, dated January 17, 2024
104	Cover Page Interactive Data File (formatted as Inline XBRL)

 

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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.

 

			Sarcos Technology and Robotics Corporation
Dated:	January 19, 2024	By:	/s/ Stephen Sonne
		Name: Title:	Stephen Sonne Chief Legal Officer & Secretary

 

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Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of January 17, 2024 by and among Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”) and Benjamin G. Wolff (“Executive” and, together with the Company and Parent, the “Parties”).

RECITALS

WHEREAS, Parent and the Company wish to continue to retain the services of Executive following the Effective Date, upon the terms and subject to the conditions set forth in this Agreement, and Executive wishes to continue to be employed by the Company on the terms and subject to the conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the foregoing recital and the respective undertakings of the Company, Parent and Executive set forth below, the Company, Parent and Executive agree as follows:

 

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provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of

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limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

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IN WITNESS WHEREOF, each of the Parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.

COMPANY:

SARCOS CORP.

 

By: /s/ Stephen Sonne

Name: Stephen Sonne

Title: Chief Legal Officer

 

PARENT:

SARCOS TECHNOLOGY AND ROBOTICS CORPORATION

 

By: /s/ Dennis Weibling

Name: Dennis Weibling

Title: Chairman of the Board

 

EXECUTIVE:

 

/s/ Benjamin G. Wolff

Benjamin G. Wolff

 

 

 

 

 

 

[SIGNATURE PAGE TO BENJAMIN WOLFF EMPLOYMENT AGREEMENT]

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Exhibit 10.2

 

January 17, 2024

Laura Peterson

 

 

TEL: [***]

EMAIL: [***]

Dear Laura,

In connection with your transition from serving as the President and Chief Executive Officer of Sarcos Technology and Robotics Corporation (“Parent”) and Sarcos Corp. (“Sarcos”), this letter sets forth the mutual understanding between you, Parent and Sarcos as to the terms of your continued employment by Parent and Sarcos as Executive Vice Chair.

 

Obligations

You will perform your duties faithfully and to the best of your ability, and it is expected that your service to Parent and Sarcos will be your primary business activity. Except as prohibited by applicable law, for the duration of the Employment Term, you agree not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board, and you will not engage in any other activities that materially interfere with your obligations to Parent and Sarcos. Notwithstanding the foregoing but subject to Parent’s Corporate Governance Guidelines and any other applicable Parent or Sarcos policies, you may serve on the board of directors or equivalent body of one or more for-profit companies or non-profit organizations, in each case with the prior approval of the Board, and you may continue to serve on the board of directors of Air Transport Services Group and Accelya Group. You further agree to comply with all Parent and/or Sarcos policies, including, for the avoidance of any doubt, any insider trading policies and compensation clawback policies currently in existence or that may be adopted by Parent during the Employment Term.

 

Compensation and Term

Your service as Executive Vice Chair will begin on February 23, 2024 (the “Effective Date”) and will continue until the one-year anniversary of the Effective Date unless terminated earlier by Parent, Sarcos or you (the “Employment Term”). The Employment Term may also be extended by the mutual agreement of Parent, Sarcos and you. Your annualized salary will be $225,000 paid in accordance with Sarcos’ regular payroll practices, less all required withholdings and deductions. You will be a salary exempt employee. The compensation described in this letter is intended to compensate you for all services performed for Sarcos, Parent and their respective affiliates.

 

Bonus

You will not be entitled to participate in Parent’s annual bonus plan, but you will be eligible to participate in such bonus plan or to otherwise receive a bonus for your service as Executive Vice Chair, in either case at the discretion of Parent’s Board of Directors (the “Board”) or the Board’s Compensation Committee (the “Committee”). Any bonus may be based on achievement of performance goals as well as the terms and conditions of the bonus plan, if applicable. Your receipt of any achieved amount of bonus may be made subject to your continued employment with Sarcos through the earlier of the payment date and the end of the Employment Term, and such amount will not be earned if your employment with Sarcos terminates for any reason or no reason prior to such date.

 

Equity Awards

As further compensation for your service as Executive Vice Chair, subject to final approval by the Compensation Committee of the award, no later than March 29, 2024 (Parent’s next regular quarterly grant date), you will be granted a number of restricted stock units of Parent equal to $100,000 divided by the closing

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price of a share of Parent’s common stock on the grant date, with such quotient rounded to the nearest whole share (“RSUs”). Such RSUs shall vest in full on the one-year anniversary of the Effective Date, subject to your continued service. Following the vesting of the RSUs, you will receive one share of Parent common stock for each vested RSU (subject to tax withholding, which Sarcos may effect through the withholding of shares or selling shares to cover the applicable taxes and other withholding amounts).

 

The RSUs will be subject to the terms and conditions of Parent’s 2021 Equity Incentive Plan, as amended from time to time (“2021 Plan”) and the applicable RSU award agreement.

 

During your employment with Parent and Sarcos, you will be eligible to receive additional equity awards pursuant to any plans or arrangements Parent or Sarcos may have in effect from time to time. The Committee will determine in its discretion whether you will be granted any such additional equity awards and the terms of any additional equity award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

Benefits/Expenses

You will be eligible to participate in Sarcos’ employee benefit plans and policies, subject to qualifying for such plans and policies, as modified from time to time in Sarcos’ sole discretion.

 

Sarcos will reimburse you for reasonable business expenses and other disbursements paid by you in the performance of your duties and responsibilities with Parent and Sarcos, in accordance with Sarcos’ policies, as they may be adopted or modified from time to time.

 

Board Membership

It is expected that you will continue to serve on the Board during the Employment Term and at least until your current term expires in 2026.

 

Other Terms of Employment

You will be required to adhere to such policies and procedures as Parent or Sarcos may adopt from time to time, including policies relating to time records, reimbursement requests and work reports. Your Sarcos Employee Intellectual Property Agreement continues in full force and effect. This letter supersedes any prior representations or agreements regarding the subject matter hereof, whether written or oral.

 

Employment at Will

By signing this letter, you understand and agree your employment will continue at-will. Therefore, your employment can terminate, with or without cause, and with or without notice, at any time, at your option or Parent’s or Sarcos’ option. This at-will relationship will remain in effect throughout your employment with Sarcos or any of its subsidiaries or affiliates. The at-will nature of your employment, as set forth in this paragraph, can be modified only by a written agreement signed by Parent, Sarcos and you, which expressly alters it. This at-will relationship may not be modified by any oral or implied agreement, or by any policies, practices, or patterns of conduct.

 

[Remainder of page intentionally left blank.]

 

 

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Sincerely,

 

Sarcos Technology and Robotics Corporation

 

By: /s/ Dennis Weibling

Name: Dennis Weibling

Title: Chairman of the Board

Date: January 17, 2024

 

Sarcos Corp.

 

By: /s/ Stephen Sonne

Name: Stephen Sonne

Title: Chief Legal Officer

Date: January 17, 2024

 

ACCEPTED BY:

 

/s/ Laura J. Peterson

Name: Laura J. Peterson

Date: January 17, 2024

 

 

 

 

[Signature page to employment letter – L. Peterson]

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