eGain (NASDAQ: EGAN) revises bylaws and executive cash incentives

Rhea-AI Filing Summary

eGain Corporation filed an 8-K describing several governance and compensation actions approved on September 22, 2025. The Board adopted an updated indemnification agreement for all directors and executive officers, under which eGain will indemnify each covered person to the fullest extent permitted under Delaware law and provide coverage under its directors’ and officers’ insurance policies.

The Compensation Committee set variable annual cash compensation for the fiscal year ended June 30, 2025 at 75% of target, approving payments of $37,500 for CEO Ashutosh Roy, $48,750 for CFO Eric N. Smit, and $26,250 for Senior Vice President Rao J. Chandrasekhar, with no change to base salaries. The Board also amended and restated the bylaws to tighten procedures for stockholder nominations and proposals, address stockholder-requested special meetings, expand committee authority, permit electronic communications, adjust indemnification provisions, and add a forum selection clause. In addition, the Board updated the Code of Ethics and Business Conduct for clarity without granting any waivers.

8-K Event Classification

5 items: 1.01, 5.02, 5.03, 5.05, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance

The company amended or granted a waiver from its code of ethics for senior financial officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report: September 22, 2025

(Date of earliest event reported)

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eGain Corporation

(Exact name of registrant as specified in its charter)

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Delaware	​	001-35314	​	77-0466366	​
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(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer	​
of incorporation)	​	File Number)	​	Identification No.)	​

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1252 Borregas Avenue, Sunnyvale, California 94089

(Address of principal executive offices, including zip code)

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(408) 636-4500

(Registrant’s telephone number, including area code)

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(Former Name or Former Address, if Changed Since Last Report)

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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:

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☐    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))

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

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Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	EGAN	The Nasdaq Stock Market LLC

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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 ☐

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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 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.

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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.

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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.

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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.

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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.

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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.

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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.

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Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

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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.

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104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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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 thereunto duly authorized.

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​ Date: September 26, 2025	​	​ eGain Corporation
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​	By:	/s/ Eric N. Smit
​	​	Eric N. Smit Chief Financial Officer ​ ​

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FAQ

What governance changes did eGain (EGAN) approve on September 22, 2025?

On September 22, 2025, eGain’s Board approved an updated indemnification agreement for directors and executive officers, amended and restated the company’s bylaws, and adopted amendments to its Code of Ethics and Business Conduct.

How much variable annual cash compensation did eGain executives receive for fiscal 2025?

The Compensation Committee approved variable annual cash compensation at 75% of target for fiscal 2025: $37,500 for CEO Ashutosh Roy, $48,750 for CFO Eric N. Smit, and $26,250 for Senior Vice President Rao J. Chandrasekhar. Base salaries were unchanged.

What does eGain’s new indemnification agreement for directors and officers provide?

The indemnification agreement provides that eGain will indemnify each covered director and executive officer to the fullest extent permitted under Delaware law and provide for their coverage under the company’s directors’ and officers’ insurance policies.

What were the key changes to eGain’s amended and restated bylaws?

The bylaws were amended to revise procedural mechanics and disclosure requirements for stockholder director nominations and other business, adjust advance notice windows, add parameters for stockholder-requested special meetings, expand authority delegable to Board committees, allow the meeting chair to adjourn without a quorum, permit electronic stockholder communications, revise indemnification and advancement provisions, add a forum selection provision, and make technical and clarifying updates.

Did eGain’s amendments to the Code of Ethics involve any waivers?

No. The Board adopted amendments to the Code of Ethics and Business Conduct to update and clarify certain provisions, and these amendments did not relate to or result in any waiver of any provision of the prior Code.

Where can investors find eGain’s updated Code of Ethics?

eGain’s Code of Ethics and Business Conduct is available on the company’s website at www.egain.com. Information on the website is not incorporated by reference into this report.