Item 1.01Entry into a Material Definitive Agreement.
On September 22, 2025, the Board of Directors (the “Board”) of eGain Corporation (“eGain”) approved an updated form of indemnification agreement for its directors and executive officers (the “Indemnification Agreement”), and eGain entered into an Indemnification Agreement with each of its directors and executive officers (each, an “Indemnitee”). The Indemnification Agreement provides that eGain will indemnify each Indemnitee to the fullest extent permitted under Delaware law, and to provide for coverage of each Indemnitee under eGain’s directors’ and officers’ insurance policies.
The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On September 22, 2025, the Compensation Committee of the Board approved variable annual cash compensation to eGain’s executive officers based on 75% of target amounts. The compensation approved for the fiscal year ended June 30, 2025 was (i) $37,500 for Chief Executive Officer, Ashutosh Roy, (ii) $48,750 for Chief Financial Officer, Eric N. Smit, and (iii) $26,250 for Senior Vice President, Products and Services, Rao J. Chandrasekhar. No changes were made to the executive officers’ base salaries.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Also on September 22, 2025, the Board approved to amend and restate eGain’s bylaws (the “Bylaws”), effective immediately. The Bylaws were amended and restated to, among other things: revise the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings; revise the advance notice windows for nominations and other business; add procedural parameters relating to stockholder-requested special meetings; expand the authority that may be delegated to Board committees; provide the chairperson of a meeting of stockholders with authority to adjourn such meeting whether or not a quorum is present; permit electronic delivery of stockholder communications; revise indemnification and advancement provisions; and include a forum selection provision. The Bylaws were also amended and restated for certain technical and clarifying changes.
The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.05Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On September 22, 2025, the Board adopted amendments to eGain’s Code of Ethics and Business Conduct (the “Code”) applicable to all employees, officers and directors, to update and clarify certain provisions of the Code. The amendments to the Code did not relate to or result in any waiver of any provision of the Code in effect prior to the amendments.
A copy of the Code is available on eGain’s website at www.egain.com. Information on eGain’s website shall not be deemed incorporated by reference into, or deemed to be part of, this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | |
Exhibit No. | | Description |
3.2 | | Amended and Restated Bylaws of eGain, as amended and restated on September 22, 2025. |
10.1 | | Form of Indemnification Agreement. |
