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

Date of Report (Date of earliest event reported): June 23, 2020 (June 17, 2020)

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KLDiscovery Inc.

(Exact name of registrant as specified in its charter)

(703) 288-3380

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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 Compensatory Arrangements of Certain Officers

In connection with the KLDiscovery Inc.’s (the “Company”) business combination with Pivotal Acquisition Corp. on December 19, 2019, the Board of Directors approved new severance arrangements with key employees, Dawn Wilson and Krystina Jones.  On June 17, 2020, the Compensation Committee approved the severance agreements with the key employees formalizing these arrangements.

Severance Arrangement and Novation with Dawn Wilson

On June 17, 2020, the Company and Dawn Wilson entered into an Executive Severance and Novation Agreement (“Wilson Agreement”).  Under the Wilson Agreement, in the event that Ms. Wilson’s employment is terminated by the Company without cause or by Ms. Wilson for good reason, subject to her execution and non-revocation of a general release of claims and continued compliance with her restrictive covenant obligations, Ms. Wilson would be entitled to receive (i) an amount in cash equal to the sum of 50% of her base salary and a pro-rated bonus for the year in which her termination occurs, and (ii) direct payment of or reimbursement for continued medical, dental or vision coverage pursuant to COBRA for up to six months. In the event that Ms. Wilson’s employment is terminated either by the Company without cause or by Ms. Wilson for good reason, in either case, within three months prior to or twelve months following a change in control, then in lieu of the severance benefits described above, subject to her execution and non-revocation of a general release of claims and continued compliance with her restrictive covenant obligations, as described above, Ms. Wilson would be entitled to receive (i) an amount in cash equal to the sum of her base salary plus her target annual bonus for the year of termination, (ii) direct payment of or reimbursement for continued medical, dental or vision coverage pursuant to COBRA for up to 12 months and (iii) accelerated vesting of all unvested equity or equity-based awards held by her that vest solely based on the passage of time, with any such awards that vest based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement.

Severance Arrangement and Novation with Krystina Jones

On June 17, 2020, the Company and Ms. Jones entered into an Executive Severance and Novation Agreement (“Jones Agreement”).  Under the Jones Agreement, in the event that Ms. Jones’ employment is terminated by the Company without cause, or by Ms. Jones for good reason, subject to her execution and non-revocation of a general release of claims and continued compliance with her restrictive covenant obligations, Ms. Jones would be entitled to receive (i) an amount in cash equal to the sum of 50% of her base salary and six months of her average monthly sales commission over the three year period prior to the date of termination, including any incentive bonus payments, and (ii) direct payment of or reimbursement for continued medical, dental or vision coverage pursuant to COBRA for up to six months. In the event that Ms. Jones’s employment is terminated by the Company without cause, within three months prior to or twelve months following a change in control, then we expect that, in lieu of the severance benefits described above, subject to her execution and non-revocation of a general release of claims and continued compliance with her restrictive covenant obligations, as described above, Ms. Jones would be entitled to receive (i) an amount in cash equal to the sum of one times her base salary and 12 months of her average monthly sales commission over the three year period prior to the date of termination, including any incentive bonus payments, (ii) direct payment of or reimbursement for continued medical, dental or vision coverage pursuant to COBRA for up to 12 months and (iii) accelerated vesting of all unvested equity or equity-based awards held by her that vest solely based on the passage of time, with any such awards that vest based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement.

Item 5.07Submission of Matters to a Vote of Security Holders.

On June 17, 2020, the Company held its 2020 annual meeting of stockholders (the “Annual Meeting”).  A total of 42,529,017 shares of the Company's common stock were entitled to vote as of April 28, 2020, the record date for the Annual Meeting. There were 31,355,393 shares voted at the Annual Meeting, at which the stockholders were asked to vote on two proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.

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 hereunto duly authorized.