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[8-K] AUDIOEYE INC Reports Material Event

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(Moderate)
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8-K

Rhea-AI Filing Summary

AudioEye, Inc. appointed Matthew Domeyer as Chief Financial Officer, effective July 20, 2026, succeeding Kelly Georgevich, who became Chief Executive Officer in May 2026. Domeyer brings nearly 20 years of finance, SEC reporting, and audit experience from roles at Flexsteel Industries, Upsher-Smith Laboratories, and PricewaterhouseCoopers.

Under an Executive Employment Agreement dated June 17, 2026, he will receive a $350,000 annual base salary and a $75,000 one-time cash signing bonus, subject to repayment if he departs under specified conditions before the first anniversary of his start date. On the effective date, he will be granted 36,000 stock units, including 3,000 signing time-based RSUs, 15,000 time-based RSUs with scheduled vesting through July 20, 2027, and 18,000 performance-based RSUs tied to 2026 and 2027 performance targets.

If his employment is terminated without cause or he resigns for good reason, he is eligible for salary continuation of 12 months if before the first anniversary of his start date and six months thereafter, plus COBRA premium support for similar periods, subject to release conditions. In a qualifying Change of Control termination, all unvested RSUs and PSUs vest in full at target. The company highlights 41 consecutive quarters of sequential revenue growth and $41.2 million of Annual Recurring Revenue as it brings Domeyer onto its leadership team.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 17, 2026

 

AUDIOEYE, INC.

(Exact name of registrant as specified in charter)

 

Delaware 001-38640 20-2939845
State of Other Jurisdiction of
Incorporation
Commission File Number IRS Employer Identification No.

 

5210 E. Williams Circle, Suite 750

Tucson, Arizona 85711

(Address of principal executive offices / Zip Code)

 

(866) 331-5324

(Registrant’s telephone number, including area code)

 

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.
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

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 $0.00001 per share   AEYE   The Nasdaq Capital Market

 

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. ¨

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 17, 2026, the Board of Directors (the “Board”) of AudioEye, Inc. (the “Company”) approved the election of Matthew Domeyer to the position of Chief Financial Officer of the Company, to be effective on July 20, 2026 (the “Effective Date”). Mr. Domeyer will replace Kelly Georgevich as Chief Financial Officer, pursuant to the Board’s succession planning following the appointment of Ms. Georgevich as the Company’s Chief Executive Officer on May 4, 2026.

 

Mr. Domeyer, age 43, has nearly 20 years of leadership experience across public company finance, strategic planning, corporate governance, treasury and financial operations. Mr. Domeyer currently serves as Corporate Controller of Flexsteel Industries, Inc., one of the largest residential furniture manufacturers, importers, and marketers in the United States, where he has led SEC reporting, technical accounting, internal controls, tax, treasury, and shared services functions for the publicly traded organization since January 2022. Previously, he held finance leadership roles at Upsher-Smith Laboratories, Inc., including Corporate Controller and Associate Director of Corporate Accounting, where he partnered with business leaders to drive operational efficiency, financial performance, and process improvement initiatives, from December 2014 to December 2021. Earlier in his career, Mr. Domeyer spent eight years with PricewaterhouseCoopers, providing audit and advisory services to private equity-backed, family-owned, and publicly traded multinational organizations across a range of industries. Mr. Domeyer holds a bachelor’s degree in accounting from University of Northern Iowa and is a Certified Public Accountant.

 

There are no arrangements or understandings between Mr. Domeyer and any other person pursuant to which Mr. Domeyer was selected as an officer of the Company. There are no family relationships between Mr. Domeyer and any director or executive officer of the Company. Mr. Domeyer is not and has not been a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

 

In connection with his election as Chief Financial Officer, the Company and Mr. Domeyer entered into an Executive Employment Agreement (the “Employment Agreement”), dated as of June 17, 2026, to be effective on the Effective Date. Under the Employment Agreement, Mr. Domeyer will receive an annual base salary of $350,000. The Employment Agreement also provides that the Company will pay Mr. Domeyer a one-time cash signing bonus in the amount of $75,000, which amount is subject to repayment by Mr. Domeyer in the event his employment is terminated by the Company for Cause (as defined in the Employment Agreement) or he terminates his employment without Good Reason (as defined in the Employment Agreement) prior to the first anniversary of the Effective Date.

 

The Employment Agreement further provides that, on the Effective Date, the Company will grant Mr. Domeyer 36,000 stock units, of which (i) 3,000 will be signing time-based restricted stock units (“RSUs”) that will vest in full on the first anniversary of the Effective Date; (ii) 15,000 will be time-based RSUs that will vest as to 2,975 on September 30, 2026, 3,750 on December 31, 2026, 3,750 on March 31, 2027, 3,750 on June 30, 2027, and 775 on July 20, 2027; and (iii) 18,000 will be performance-based restricted stock units (“PSUs”). Of the PSUs, 9,781 PSUs will be eligible to vest based on the Company’s achievement of certain performance targets for 2026 established by the Compensation Committee, and 8,219 PSUs will be eligible to vest based on performance targets to be established by the Compensation Committee in connection with the Company’s 2027 annual budget.

 

The Employment Agreement provides that if the Company terminates Mr. Domeyer’s employment for a reason other than death, Disability (as defined in the Employment Agreement), or Cause, or if Mr. Domeyer terminates his employment for Good Reason, then the Company shall pay or provide all of the following: (i) reimbursement of any and all reasonable business expenses paid or incurred through the termination date; (ii) receipt of any earned but unpaid base salary through his last date of employment with the Company; and (iii) subject to Mr. Domeyer’s satisfying certain release conditions described in the Employment Agreement, receipt of an amount equal to a portion of his base salary as set forth below and certain medical benefits as described below.

 

 

 

 

The base salary portion of the separation payment described above shall be, in the event such termination occurs prior to the one-year anniversary of the Effective Date, 12 months of his base salary, and in the event such termination occurs on or after the one-year anniversary of the Effective Date, six months of his base salary (in each case at the rate that was in effect at the time of termination). Additionally, subject to Mr. Domeyer’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which he participated immediately prior to the termination date, the Company will pay the cost of COBRA continuation coverage for Mr. Domeyer and his eligible dependents until the earliest of (i) Mr. Domeyer and his eligible dependents, as the case may be, ceasing to be eligible under COBRA; (ii) the date upon which he and his eligible dependents become covered under similar plans; (iii) in the case of employment termination prior to the one-year anniversary of the Effective Date, 12 months following the termination date; or (iv) in the case of employment termination on or after the one-year anniversary of the Effective Date, six months following the termination date.

 

The Employment Agreement also provides that if a Change of Control (as defined in the Employment Agreement) occurs and, on or within 12 months following the occurrence of such Change of Control, Mr. Domeyer’s employment with the Company (or its successor) terminates involuntarily for a reason other than Cause or terminates because of resignation for Good Reason, then all unvested RSUs held by him will vest in full as of his termination date and all unvested PSUs held by him will vest as of his termination date based on deemed achievement of the applicable performance target (at any applicable target level).

 

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

 

Item 7.01Regulation FD Disclosure

 

On June 18, 2026, the Company issued a press release related to the matters described above. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information set forth in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)            Exhibits:

 

Exhibit
Number
Description
  
10.1Executive Employment Agreement, dated as of June 17, 2026, by and between AudioEye, Inc. and Matthew Domeyer
  
99.1Press release, dated June 18, 2026
  
104Cover Page Interactive Data File

 

 

 

 

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.

 

June 18, 2026 AudioEye, Inc.
  (Registrant)
     
  By  /s/ Kelly Georgevich
  Name: Kelly Georgevich
  Title: Chief Executive Officer and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

AudioEye Strengthens Leadership Team with Appointment of Matthew Domeyer as Chief Financial Officer

 

TUCSON, Ariz. — June 18, 2026AudioEye, Inc. (Nasdaq: AEYE) (“AudioEye” or the “Company”), an industry-leading digital accessibility company, today announced the appointment of Matthew Domeyer as Chief Financial Officer, effective July 20, 2026.

 

"We are thrilled to welcome Matt to the AudioEye team," said Kelly Georgevich, Chief Executive Officer of AudioEye. "Matt brings deep expertise across financial operations, SEC reporting, and strategic planning, along with a track record of producing results in public company environments. I look forward to partnering with him as we continue to scale and execute on our growth objectives."

 

Mr. Domeyer will join AudioEye as the Company continues to build on 41 consecutive quarters of sequential revenue growth, $41.2 million of Annual Recurring Revenue, and continues to build on its track record of operating margin and cash flow improvement.

 

"I am excited to join AudioEye at such a pivotal time for the Company," said Matthew Domeyer. "AudioEye has established a clear leadership position in digital accessibility. The regulatory and market tailwinds, along with AI initiatives underway, make this an extraordinary time to join the Company. I look forward to working closely with Kelly and the leadership team to build on that foundation as we move into the next phase of growth."

 

Drawing on nearly 20 years of finance experience, Mr. Domeyer most recently served as Corporate Controller of Flexsteel Industries, Inc. (Nasdaq: FLXS), a publicly traded residential furniture manufacturer, where he played a key role in managing the company’s financial operations. Prior to that, he held senior finance leadership roles at Upsher-Smith Laboratories, Inc., partnering with business leaders to drive operational efficiency and financial performance. Earlier in his career, he spent eight years at PricewaterhouseCoopers, providing audit and advisory services to private equity-backed, family-owned, and publicly traded multinational organizations across a range of industries.

 

About AudioEye

 

AudioEye exists to ensure the digital future we build is accessible. The gold standard for digital accessibility, AudioEye's comprehensive solution combines industry-leading AI automation technology with expert fixes informed by the disability community. This powerful combination delivers industry-leading protection, ensuring businesses of all sizes - including over 127,000 customers such as Samsung, Lands’ End, and Samsonite - meet and exceed compliance standards. With 25 US patents, AudioEye's solution includes 24/7 accessibility monitoring, automated WCAG issue testing and fixes, expert testing, developer tools, and legal protection, empowering organizations to confidently create accessible digital experiences for all.

 

 

 

 

 

Forward-Looking Statements

 

All statements in this press release about AudioEye's expectations, beliefs, plans, objectives, prospects, assumptions or future events or performance are not historical facts and are "forward-looking statements" as that term is defined under the federal securities laws. Forward-looking statements are often, but not always, made through the use of words or phrases such as "believe", "anticipate", "should", "confident", "intend", "plan", "will", "expects", "estimates", "projects", “continue”, "positioned", "strategy", "outlook" and similar words. These statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements, including the variability of AudioEye's revenue and financial performance; sales channels and offerings; the Company's ability to attract and retain key personnel; product development and technological changes; the acceptance of AudioEye's products in the marketplace; the effectiveness of our integration efforts; competition; inherent uncertainties and costs associated with litigation; and general economic conditions. These and other risks are described more fully in AudioEye's filings with the Securities and Exchange Commission. There may be events in the future that AudioEye is not able to predict accurately or over which AudioEye has no control. Forward-looking statements reflect management's view as of the date of this press release, and AudioEye urges you not to place undue reliance on these forward-looking statements. AudioEye does not undertake any obligation to update such forward-looking statements to reflect events or uncertainties after the date hereof.

 

Media Contact

Sierra Thomas

sierra.thomas@audioeye.com

 

Investor Contact

Tom Colton

Gateway Group, Inc.

AEYE@gateway-grp.com

949-574-3860

 

 

 

Filing Exhibits & Attachments

5 documents