Clearone Inc — Current Report (Form 8-K)

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

On December 23, 2025, ClearOne, Inc. (the “Company”) entered into separation and release agreements (each, a “Separation Agreement” an collectively, the “Separation Agreements”) with each of Derek L. Graham and Simon Brewer terminating their previous at-will employment with the Company effective as of December 31, 2025 and simultaneously entered into new employment agreements with each of Messrs. Graham and Brewer (each, an “Employment Agreement” and collectively, the “Employment Agreements”). The Separation Agreements and Employment Agreements were approved by the Company’s Board of Directors.

Mr. Graham’s Separation Agreement provides for a lump sum severance payment equal to twelve (12) weeks of base salary, or $53,077. Mr. Brewer’s Separation Agreement provides for a nominal severance payment of $1.00. Each separation agreement contains customary confidentiality, non-disparagement, cooperation, and release provisions.

Mr. Graham’s new Employment Agreement with the Company provides that he will serve as the Company’s Chief Executive Officer effective as of the first business day of 2026 on January 2, 2026. Under the term’s of Mr. Graham’s new Employment Agreement, he will receive a monthly base salary of $12,500 and is eligible for a retention bonus of $15,000 upon completion of the fixed term, subject to the terms and conditions of the agreement.

Mr. Brewer’s new Employment Agreement with the Company provides that he will serve as the Company’s Chief Financial Officer effective as of January 1, 2026. Under the terms of Mr. Brewer’s new Employment Agreement, Mr. Brewer will receive a sign-on bonus of $75,000, an annual base salary of $300,000 and is eligible for a retention bonus of $60,000 upon completion of a strategic transaction resulting in a change in control, merger or sale of all of substantially all of the assets of the Company. 

There was no interruption in the Company’s executive leadership or day-to-day operations as a result of these actions.

The foregoing summaries of the Separation Agreements and Employment Agreements do not purport to be complete and are qualified in their entirety by the full text of the Separation Agreements and Employment Agreements, which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

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

On December 29, 2025, the Company held its 2025 annual meeting of shareholders (the “Annual Meeting”) at which shareholders voted on the two proposals listed below. The final voting results with respect to each proposal are also set forth below. As of December 11, 2025, the record date for the Annual Meeting, there were 2,237,912 shares of common stock issued and outstanding.

1.  Election of Directors: All five directors were re-elected to serve terms expiring at the 2026 annual meeting of shareholders or until their successors are duly elected and qualified. 

 2. Advisory Vote on the compensation of the Company’s named executive officers: Shareholders approved the compensation of the Company’s named executive officers. 

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.