erii-20240116

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2024 (January 16, 2024)

ENERGY RECOVERY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34112

01-0616867

(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)

(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 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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

ERII

The 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.

Appointment of President and Chief Executive Officer

On January 16, 2024, the Board of Directors (the “Board”) of Energy Recovery, Inc. (the “Company”) appointed Mr. David Moon, age 61, as President and Chief Executive Officer effective immediately. Mr. Moon had been named as the interim President and Chief Executive Officer on October 23, 2023. Mr. Moon will remain a member of the Board of Directors, which he joined in July 2023.

Mr. Moon has over 25 years of leadership experience in commercial and industrial technology development, manufacturing and marketing. Mr. Moon was President of Carrier Commercial Refrigeration, a supplier of high-efficiency CO2 turnkey refrigeration systems and services and a division of Carrier Global Corporation (NYSE: CARR), from 2020 to 2021. Prior to that, Mr. Moon worked as an Advisor for Ares Management LLC on the acquisition of CoolSys, Inc., a commercial refrigeration and HVAC services provider, in March 2019. He joined the CoolSys Board of Directors following such acquisition. Prior to that, Mr. Moon was President and Chief Operating Officer of Heatcraft Worldwide Refrigeration, a commercial refrigerator supplier and a division of Lennox International, Inc. (NYSE: LII), a provider of climate control products for heating, air conditioning, ventilation and refrigeration markets, from 2006 to 2017. Mr. Moon joined Lennox International, Inc. in 1998, holding various management positions in the United States, Singapore and Australia. Mr. Moon has also held various management positions at Allied Signal, Inc. (NYSE: ALD), Case Corporation and Tenneco Oil Company in the United States, Hong Kong, Taiwan and Germany. Mr. Moon served on the Board of Directors of American Woodmark Corporation (Nasdaq: AMWD) from 2015 to 2020. Mr. Moon received a Bachelor of Science in Civil Engineering and an MBA from Texas A&M University.

Mr. Moon does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Moon’s compensation in connection with his role as President and Chief Executive Officer has not yet been determined and will be set by the Company’s Compensation Committee at a later date, at which time the Company will file an amendment to this Current Report on Form 8-K to disclose the material terms of such arrangement.

A copy of the press release announcing Mr. Moon’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number						Description



99.1						Press Release, issued by Energy Recovery on January 22, 2024
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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:

January 22, 2024

By:

/s/ William Yeung

William Yeung

Chief Legal Officer