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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): September
10, 2026
INNODATA
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
001-35774 |
13-3475943 |
| (State
or other jurisdiction of |
(Commission
File Number) |
(I.R.S.
Employer |
| incorporation) |
|
Identification
No.) |
| |
|
|
| 55
Challenger Road |
|
|
| Ridgefield
Park, NJ
|
|
07660 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant's
telephone number, including area code (201)
371-8000
(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 |
INOD |
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. ¨
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 10, 2026, the
Board of Directors (the “Board”) of Innodata Inc., a Delaware corporation (the “Company”) elected Admiral Michael
S. Rogers to serve as an independent director of the Company, effective as of September 10, 2026.
In
accordance with the Company’s compensation policies for non-employee directors, Admiral Rogers will
be compensated at the rate of $75,000 per annum, paid in equal monthly installments, and will also receive a grant, pursuant to
the Company’s Amended and Restated Innodata Inc. Equity Compensation Plan, in accordance with the policy regarding non-employee
director equity awards adopted by the leadership and compensation committee, prorated based on his appointment date. The
grant will be determined and administered by the Company’s management. The Company also reimburses its independent directors for
travel expenses and other out-of-pocket expenses associated with attending in-person board meetings.
There
is no arrangement or understanding between Admiral Rogers and any other persons pursuant
to which Admiral Rogers was selected as director of the Company. There are no family relationships
between Admiral Rogers and any director or executive officer of the Company, and he has no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any
such transactions currently proposed.
The Board has determined that
Admiral Rogers is “independent” in accordance with the applicable rules of the Securities and Exchange Commission (the “SEC”)
and the Nasdaq Stock Market.
As of the date of this filing,
there has been no determination as to the committees of the Board of Directors to which Admiral Rogers will be named.
In addition, Admiral Rogers
and the Company entered into a customary indemnification agreement, a form of which has been previously filed with the SEC on February
23, 2022.
The full text of the press release announcing the
Company’s appointment of Admiral Rogers is attached herewith as Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
See Exhibit Index below.
Exhibit Index
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated September 15, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted in iXBRL) |
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 thereunto
duly authorized.
| |
INNODATA INC. |
| |
|
|
| |
|
| Date: September 15, 2026 |
By: |
/s/ Amy R. Agress |
| |
|
Amy R. Agress |
| |
|
Senior Vice President and General Counsel |
FOR
IMMEDIATE RELEASE
Innodata
Appoints Admiral Michael S. Rogers, Former NSA Director and Commander of U.S. Cyber Command, to Its Board of Directors
One
of the nation’s most senior cyber and intelligence leaders will help guide Innodata’s strategy as it accelerates Federal
and cyber-related AI initiatives.
NEW
YORK, NY / ACCESS Newswire / September 15, 2026 / INNODATA INC. (Nasdaq: INOD) today announced the appointment of Admiral Michael
S. Rogers, U.S. Navy (Retired) — the former Director of the National Security Agency (NSA) and Commander of U.S. Cyber Command
— to its Board of Directors, effective immediately. One of the highest-ranking cyber and intelligence leaders ever to serve the
United States, Admiral Rogers joins at a pivotal moment, as the AI industry, enterprises and the Federal government alike wrestle with
how to make increasingly capable AI systems safe and secure — and as Innodata accelerates its Federal practice launched last Fall
and launches new capabilities designed specifically to make AI systems demonstrably safe and secure.
“There
is no one better positioned to help guide this chapter of Innodata’s growth than Admiral Rogers,” said Jack Abuhoff, Chairman
and Chief Executive Officer of Innodata. “He has operated at the very center of the nation’s cyber defense — leading
the NSA and U.S. Cyber Command through some of the most consequential years in the field’s history. As AI reshapes both the offense
and the defense of cyberspace, Mike’s judgment, credibility, and relationships will be invaluable. We are honored to welcome him
to our Board.”
“The
security of artificial intelligence is now inseparable from the security of the nation,” said Admiral Rogers. “What drew
me to Innodata is a clear-eyed focus on the hardest and most important part of the AI challenge – data and evaluation. I look forward
to helping the Company advance its mission at a moment when it could not matter more.”
About
Admiral Michael S. Rogers
Admiral
Rogers retired in 2018 as a four-star Navy officer after concurrently serving from 2014 to 2018 as both Director of the National Security
Agency and Commander of U.S. Cyber Command. In those roles, he led the nation’s premier signals-intelligence organization and the
unified command responsible for defending U.S. military networks and conducting cyber operations worldwide, and he advised the President,
the Secretary of Defense, the Director of National Intelligence, and Congressional leaders on cyber threats. During his tenure he helped
transform and elevate U.S. Cyber Command into a unified combatant command.
Over
a Navy career spanning more than three decades, Admiral Rogers served as Commander of U.S. Fleet Cyber Command and the U.S. Tenth Fleet,
with responsibility for all of the Navy’s cyberwarfare efforts, and as Director of Intelligence for both U.S. Pacific Command and
the Joint Chiefs of Staff. He was the first Information Warfare Community officer to achieve the rank of admiral. Since retiring from
the Navy, he has served as Senior Advisor to the Brunswick Group and has advised and served on the boards of leading cybersecurity organizations.
He currently also serves on the Board of Directors of Science Applications International Corporation, a Fortune 500 provider
of technology and mission solutions to the U.S. government.
Admiral
Rogers holds a bachelor’s degree in business from Auburn University and a master’s degree in national security from the National
Defense University, where he graduated with highest distinction, and is a graduate with distinction of the U.S. Naval War College. He
is an MIT Seminar XXI fellow and a Harvard University Senior Executive in National Security alumnus.
A
Board designed to help guide Innodata’s Federal and enterprise strategies
Admiral
Rogers joins an Innodata Board that has been deliberately assembled for this moment. He follows the recent appointments of General
(Retired) Richard D. Clarke, former Commander of U.S. Special Operations Command, who serves on the board of General Dynamics
and as a trustee at MITRE, and Daniel H. (Don) Callahan, a veteran technology and operations executive with more than 40 years
of leadership across Citigroup, Morgan Stanley, and IBM.
The
appointment also builds on the momentum of Innodata’s Federal Practice, announced last Fall, which brings the Company’s data
engineering, model evaluation, and AI enablement capabilities to U.S. government and defense-related missions. It also underscores Innodata’s
deepening focus on AI agent trust and safety — a capability the Company is bringing to both Federal missions and enterprise adopters
of agentic AI. As government agencies and enterprises move from experimenting with AI to deploying autonomous agents at scale, Innodata
believes independent evaluation and safety assurance will be essential to trusted adoption. Admiral Rogers’ experience at the intersection
of national security and cyber operations is expected to help guide the Company’s work in this critical area.
About
Innodata
Innodata
(Nasdaq: INOD) is a global data engineering company. We believe that data and Artificial Intelligence (AI) are inextricably linked. Our
mission is to enable the responsible advancement of artificial intelligence by providing the data, evaluation frameworks, and human expertise
required to build AI systems that can be trusted at scale. We provide a range of transferable solutions, platforms, and services for
Generative AI / AI builders and adopters. In every relationship, we honor our 36+ year legacy delivering the highest quality data and
outstanding outcomes for our customers.
Visit
www.innodata.com to learn more.
Forward-Looking
Statements
This
press release may contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and Section 27A of the Securities Act of 1933, as amended. These forward-looking statements include, without limitation,
statements concerning our operations, economic performance, financial condition, developmental program expansion and position in the
AI services market. Words such as “project,” “forecast,” “believe,” “expect,” “can,”
“continue,” “could,” “intend,” “may,” “should,” “will,” “anticipate,”
“indicate,” “guide,” “predict,” “likely,” “estimate,” “plan,”
“potential,” “possible,” “promises,” or the negatives thereof, and other similar expressions generally
identify forward-looking statements.
These
forward-looking statements are based on management's current expectations, assumptions and estimates and are subject to a number of risks
and uncertainties, including, without limitation, impacts resulting from ongoing geopolitical conflicts; anticipated and actual use cases
and outcomes; investments in large language models; that contracts may be terminated by customers; projected or committed volumes of
work may not materialize; pipeline opportunities and customer discussions which may not materialize into work or expected volumes of
work; the likelihood of continued development of the AI markets, particularly new and emerging markets, that our services support; the
ability and willingness of our customers and prospective customers to execute business plans that give rise to requirements for our services;
continuing reliance on project-based work and the primarily at-will nature of such contracts and the ability of these customers to reduce,
delay or cancel projects; potential inability to replace projects that are completed, canceled or reduced; revenue concentration among
a limited number of customers; our dependency on third-party providers and partners; our ability to achieve revenue and growth targets;
difficulty in integrating and deriving synergies from acquisitions, joint ventures and strategic investments; potential undiscovered
liabilities of companies and businesses that we may acquire; potential impairment of the carrying value of goodwill and other acquired
intangible assets of companies and businesses that we acquire; a continued downturn in or depressed market conditions; changes in external
market factors; the potential effects of U.S. global trade and monetary policy, including the interest rate policies of the Federal Reserve;
changes in our business or growth strategy; the emergence of new, or growth in existing competitors; various other competitive and technological
factors; our use of and reliance on information technology systems, including potential security breaches, cyber-attacks, privacy breaches
or data breaches that result in the unauthorized disclosure of consumer, customer, employee or company information, or service interruptions;
and other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (“SEC”).
Our
actual results could differ materially from the results referred to in any forward-looking statements. Factors that could cause or contribute
to such differences include, but are not limited to, the risks discussed in Part I, Item 1A. “Risk Factors,” Part II, Item
7. “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and other parts of our Annual
Report on Form 10-K, filed with the SEC on February 26, 2026, and in our other filings that we may make with the SEC. In light of these
risks and uncertainties, there can be no assurance that the results referred to in any forward-looking statements will occur, and you
should not place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof.
We
undertake no obligation to update or review any guidance or other forward-looking statements, whether as a result of new information,
future developments or otherwise, except as may be required by the U.S. federal securities laws.
Company
Contact
Aneesh
Pendharkar
investor@innodata.com
(201)
371-8000
#
# #
