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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):
June 1, 2026
AEYE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39699 |
|
37-1827430 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
| 4670 Willow Road, Suite 125, Pleasanton, California |
|
94588 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: () 400-4366
| (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 obligations 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, par value $0.0001 per share |
|
LIDR |
|
The Nasdaq Stock Market LLC |
| Warrants to receive one share of Common Stock |
|
LIDRW |
|
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.
Restructuring of Management Compensation
On June 1, 2026, the Compensation Committee (the
“Committee”) of the Board of Directors (the “Board”) of AEye, Inc. (the “Company”), as part of its
ongoing review of the Company’s executive compensation and retention programs, approved changes and made recommendations regarding
certain aspects of the compensation of our named executive officers.
Adoption of Amended and Restated Change in Control
Severance Agreement
On June 1, 2026, the Committee, ratified the adoption
of a form of an Amended and Restated Change in Control Severance Agreement (the “Amended Severance Agreement”) to be entered
into with eligible participants and authorized the Company to enter into the Amended Severance Agreement with Conor Tierney, the Company’s
Chief Financial Officer, which will provide, in the case of a Unilateral Termination, as defined below, Mr. Tierney with a severance payment
equal to his base salary for twelve (12) months and payment of group health insurance coverage for an equal period of time.
The Amended Severance Agreement did not materially
modify any of the severance payments and benefits associated with a “change in control” (as defined in the Amended Severance
Agreement), however, the Amended Severance Agreement now provides for severance payments and benefits in the event that the participant:
(i) voluntarily resigns for “good reason” (as defined in the Amended Severance Agreement) or (ii) is involuntary terminated
by the Company without “cause” (as defined in the Amended Severance Agreement), and such separation from service does not
occur in connection with, or within a specified period of time following, a “change in control” (each, a “Unilateral
Termination”).
Upon a Unilateral Termination, and subject to his
or her satisfaction of the conditions to severance described below, an eligible participant, including our named executive officers, would
be entitled to receive: (i) a severance payment equal to a percentage of such participant’s base salary; and (ii) payment of group
health insurance coverage for an equal period of time following the Unilateral Termination.
As a condition to any participant’s receipt
of severance benefits under the Amended Severance Agreement, the participant must sign a general waiver and release of claims, the form
of which is attached as an exhibit to the Amended Severance Agreement, confirm his or her obligations under the Company’s standard
form of proprietary information agreement, and allow the recission period to expire and the waiver and release of claims to become effective.
The foregoing description of the Amended Severance
Agreement is not complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Change in
Control Severance Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 15, 2026, and is incorporated into this Item 5.02 by reference.
Item 9.01. Financial Statement and Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Form of Amended and Restated Change in Control Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39699) filed with the Securities and Exchange Commission on May 15, 2026). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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.
|
|
AEye, Inc. |
| |
|
| Dated: June 3, 2026 |
|
| |
By: |
/s/ Conor Tierney |
| |
|
Conor Tierney |
| |
|
Chief Financial Officer |
