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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): October 27, 2023 (October 23, 2023)


ERI Logo H 4c.jpg
ENERGY RECOVERY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3411201-0616867
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1717 Doolittle Drive, San Leandro, California 94577
(Address of Principal Executive Offices) (Zip Code)

(510) 483-7370
(Registrant’s telephone number, including area code)

Not applicable
(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:

☐    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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueERIIThe 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

(e) On October 23, 2023, the Compensation Committee of the Board of Directors of Energy Recovery, Inc. (the “Company”) approved the grant of one-time equity retention bonuses (each, a “Retention Bonus”) to each of Farshad Ghasripoor, the Company’s Chief Technology Officer, and Rodney Clemente, the Company’s SVP, Water, of 21,762 restricted stock units. The Retention Bonuses were granted in consideration of the recipients’ continued full-time employment with the Company and their continuing best efforts in performing services for the Company. The Retention Bonuses were granted in full on October 24, 2023, and 100% of the restricted stock units subject to the Retention Bonuses will vest on the first anniversary of the grant date.

The foregoing description of the Retention Bonuses does not purport to be complete and is qualified in its entirety by the terms and provisions of the retention bonus agreements entered into with each recipient, the form of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit NumberDescription
10.1†
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
†    Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.

Energy Recovery, Inc.
Date:October 27, 2023By:/s/ William Yeung
William Yeung
Chief Legal Officer