ASTROTECH CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 5.02 Department of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2022the Board of Directors (the “Board”) of Astrotech Corporation
(the “Company”) appointed Jim Becker as a director of the Company, effective as of June 20, 2022, to fill a vacancy on the Board. The Board has determined that Mr. Picker is independent in accordance with Nasdaq rules. In addition, Mr. Picker has been appointed to serve on each of the compensation committee, the corporate governance and nominating committee and the audit committee of the Board. In connection with his appointment, Mr. Picker was granted 50,000 restricted shares of the Company’s common stock under the Company’s 2021 Omnibus Equity Incentive Plan, vesting in three equal annual installments on June 20, 2023, June 20, 2024and June 20, 2025. Mr. Picker will receive the standard compensation package for the Company’s non-employee directors as described in the section entitled “Director Compensation” in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 2, 2022.

Mr. Picker founded Becker Logistics in 1997 and has served as its Chief Executive Officer since its inception. Mr. Picker brings extensive leadership experience to the Company, with a focus on strategic market growth and expansion, scaling and business process improvements, along with public speaking and corporate management skills. He currently serves as a Chairman of Membership Committee for the Transportation Intermediaries Association where he also served as an At-Large Board Member for two terms from 2013-2019. Mr. Picker also serves as an Executive Advisory Committee Member for McLeod Software and is the creator of Jenna’s Foundation. In July 2021, Mr. Picker was appointed to the board of
The Monroe Institutea non-profit organization. Mr. Picker received a certificate in Mergers and Acquisitions from the University of Chicago Booth School of Business and attended Northwestern University for Leadership and Organizational Behaviorism.

There are no arrangements or understandings between Mr. Picker and any other person pursuant to which Mr. Picker was appointed as a director. There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Picker has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation SK.

As a result of Mr. Becker’s appointment, the Company believes it has regained compliance with (i) Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee of a Nasdaq-listed company to have a minimum of three members, each of whom satisfies the independence requirements set forth in the applicable Nasdaq rules and (ii) Nasdaq Listing Rule 5605(b)(1), which requires that the majority of the board of directors of a Nasdaq-listed company be comprised of “independent directors” as defined in the Nasdaq rules.

Item 7.01 Regulation FD Disclosure.

On June 23, 2022the Company issued a press release announcing Mr. Becker’s appointment to the Board. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amending, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

   99.1       Press Release, dated June 23, 2022 issued by Astrotech Corporation.
    104     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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