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): December 29, 2020  

Giga-tronics Incorporated

(Exact Name of Registrant as Specified in Charter)  

Registrant’s Telephone Number, Including Area Code (925) 328-4650

                                        N/A                                           

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 December 29, 2020, the board of the directors of Giga-tronics Incorporated (the “Company”), upon the recommendation of its compensation committee, adopted two new forms of agreements with respect to the granting of stock options to executive officers and employees under the Giga-tronics Incorporated Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”).

The new forms of option agreements provide that options vest in their entirety after one year. The form of executive officers’ option agreement further provides that options will vest in full if the executive’s employment is either terminated by the Company or by the executive with good reason, as defined in the agreement, in connection with a change of control.

The Company expects these forms of agreements will be used for future grants under the 2018 Plan from time to time in addition to its previously adopted forms of option agreements providing for a four-year vesting schedule, though the Company may use different forms from time to time as approved by the board of directors or its compensation committee.

The foregoing description of the forms of option agreements is qualified in its entirety by reference to the forms attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

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.