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NLST > SEC Filings for NLST > Form 8-K on 16-Aug-2013All Recent SEC Filings

Show all filings for NETLIST INC

Form 8-K for NETLIST INC


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.

(d) On August 15, 2013, our board of directors (the "Board"), upon the recommendation of our nominating committee, appointed Charles F. Cargile to our Board effective immediately. Mr. Cargile will serve as an independent director and will serve as Chairman of our Audit Committee. The Board has determined that Mr. Cargile qualifies as independent under the independence standards set forth in Nasdaq Marketplace Rule 5605(a)(2) and that he meets the criteria to be designated as our "audit committee financial expert" as defined by rules of the Securities and Exchange Commission. With the addition of Mr. Cargile, the size of the Board increases to five members.

Mr. Cargile brings more than 20 years of industry experience and currently serves as Senior Vice President, Chief Financial Officer and Treasurer of Newport Corporation, a publicly-traded global supplier of advanced-technology products and systems.

Mr. Cargile's compensation for his services as a director will be consistent with that of our other non-employee directors, including the execution and delivery of an indemnification agreement with Mr. Cargile in the form previously approved by the Board, all as described in our proxy statement on Form 14A filed on April 29, 2013. There are no arrangements or understandings between Mr. Cargile and any other persons pursuant to which Mr. Cargile was selected as a director. Mr. Cargile is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

On August 15, 2013, we issued a press release announcing the appointment of Mr. Cargile to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.


(d)                 Exhibits. The following exhibit is furnished herewith:

Number           Description of Exhibit

99.1      Press Release, dated August 15, 2013

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