0001421517-21-000151 8-K 15 20211217 5.02 9.01 20211220 20211220 Energy Recovery, Inc. 0001421517 3559 010616867 DE 1231 8-K 34 001-34112 211505555 1717 DOOLITTLE DRIVE SAN LEANDRO CA 94577 (510) 483-7370 1717 DOOLITTLE DRIVE SAN LEANDRO CA 94577 8-K 1 erii-20211217.htm FORM 8-K - ITEM 5.02 0001421517FalseFalse00014215172021-12-202021-12-20 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): December 17, 2021 [[Image Removed: erii-20211217_g1.jpg]] ENERGY RECOVERY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34112 01-0616867 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Incorporation) 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: Name of each exchange on which Title of each class Trading Symbol(s) 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. (d) On December 17, 2021, the Board of Directors (the “Board”) of Energy Recovery, Inc. (the “Registrant”) appointed Ms. Joan K. Chow as a Class III director. With the appointment of Ms. Chow, the Registrant’s Board consists of 8 directors. There are no arrangements or understandings between Ms. Chow and any other persons pursuant to which she was selected as a director. Ms. Chow will receive the same compensation (pro-rated for her actual service) and indemnification as the Registrant’s other non-employee directors. There are no family relationships between Ms. Chow and any of the officers or directors of the Registrant. There are no transactions between Ms. Chow and the Registrant that would be reportable under Item 404(a) of Regulation S-K. A copy of the press release announcing the appointment of Ms. Chow is furnished as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release, issued by Energy Recovery on December 20 , 2021. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 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: December 20, 2021 By: /s/ William Yeung William Yeung Chief Legal Officer EX-99.1 2 ex991-pressrelease2021x1217.htm EXHIBIT 99.1 - PRESS RELEASE DATED DECEMBER 20, 2021 Exhibit 99.1 [[Image Removed: image.jpg]] Joan Chow Joins Energy Recovery Board of Directors SAN LEANDRO, Calif. — December 20, 2021 — Energy Recovery, Inc. (NASDAQ: ERII) today announced the appointment of Joan Chow to its Board of Directors. “We are delighted to have Ms. Chow join our board, who brings years of experience as an executive and corporate director in multiple industries,” said Robert Mao, Chairman of the Board, President and Chief Executive Officer of Energy Recovery. “As we continue to expand the application of our PX technology to new industries, a broad range of perspectives and experience on the board is critical. Her deep marketing expertise and past success with providing insights and cultivating relationships with leading retail grocers– key customers for our refrigeration business – will be tremendously valuable to our continued success.” Ms. Chow has extensive leadership experience in integrated marketing and branding, consumer insights, and human resources matters. She has held executive positions at some of the world’s most recognizable companies, most recently serving as Chief Marketing Officer of the Greater Chicago Food Depository. Prior to that, Ms. Chow was the Executive Vice President and Chief Marketing Officer at ConAgra Foods, Inc., now known as Conagra Brands, one of North America’s leading packaged food companies. While at ConAgra, Ms. Chow led the global marketing team, which included a focus on activating ConAgra’s grocery retail channel partners through shopper insights and marketing. She has also held senior marketing roles at Sears Holdings Corporation, Information Resources, Inc., and Johnson & Johnson Consumer Products, Inc. Ms. Chow currently serves as Chair of the Compensation Committee and a member of the Governance Committee at Welbilt, Inc. She is also a director at High Liner Foods and Spectrum Brands. Ms. Chow previously served as a director of The Manitowoc Company, RC2 Corporation, and Feeding America. “I am thrilled to join a company with such a bright future ahead of it,” said Ms. Chow. “Energy Recovery has perfected a technology that can not only be applied to many different industries, but can make each of them more sustainable and efficient. I look forward to helping advance Energy Recovery’s vision of a more sustainable future through continual growth and innovation.” Ms. Chow holds an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. with Distinction from Cornell University. For a full list of Energy Recovery Board of Directors members, please visit https://energyrecovery.com/about-us/board-directors/. About Energy Recovery Energy Recovery (NASDAQ: ERII) creates technologies that solve complex challenges for industrial fluid-flow markets worldwide. Building on our pressure exchanger technology platform, we design and manufacture solutions that make industrial processes more efficient and sustainable. What began as a game-changing invention for desalination has grown into a global business accelerating the environmental sustainability of customers’ operations in multiple industries. Headquartered in the San Francisco Bay Area, Energy Recovery has manufacturing, research and development facilities across California and Texas with sales and on-site technical support available globally. For more information, please visit www.energyrecovery.com. Press Inquiries pr@energyrecovery.com +1 (510) 219-8462 Investor Inquiries ir@energyrecovery.com +1 (281) 962-8105