--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-003305" form_type: "8-K" ticker: null cik: "0000808326" company_name: "EMCORE CORP" filed_at: "2024-01-11T23:59:59+00:00" generated_at: "2026-06-07T00:45:01.744362+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # EMCore board shake-up: new chairman, two directors, auditor change after Radoff deal ## Summary - Cooperation agreement with Bradley L. Radoff: board expands from 5 to 6; Chairman Domenik resigns; Glasener appointed Chairman; Roncka joins board and chairs Strategy Committee. - Dismissed KPMG as auditor; appointed CohnReznick as new independent auditor for FY2024, subject to acceptance. - KPMG's audit reports included going-concern emphasis and material weakness in internal control over financial reporting. - Amended bylaws to remove Chairman and CEO authority to call special meetings; only board majority can call special meetings. - Radoff parties withdraw nomination notice; standstill and voting commitments until before 2025 annual meeting. ## SEC filing metadata - accession: 0001104659-24-003305 - form_type: 8-K - cik: 0000808326 - company_name: EMCORE CORP - filed_at: 2024-01-11T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 4.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/0001104659-24-003305-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/tm243054d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-003305 - JSON: https://secwatch.observer/filing/0001104659-24-003305.json - Plain text: https://secwatch.observer/filing/0001104659-24-003305.txt ## Key facts - Auditor Changes EMCORE CORP engaged CohnReznick LLP as its auditor. - Action: engagement - Auditor: CohnReznick LLP source text: On January 6, 2024, the Company approved the appointment of CohnReznick LLP ("CohnReznick") as its new independent registered public accounting firm for its fiscal year ending September 30, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/0001104659-24-003305-index.htm - Auditor Changes EMCORE CORP dismissed KPMG LLP as its auditor. - Action: dismissal - Auditor: KPMG LLP - Successor: CohnReznick LLP source text: On January 6, 2024, the Company and its subsidiaries dismissed KPMG LLP ("KPMG") as its independent registered public accounting firm. evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/0001104659-24-003305-index.htm - Executive change Glasener was appointed as Chairman of the Board at EMCORE CORP. - Action: appointed - Role: Chairman of the Board source text: Mr. Glasener has been appointed as Chairman of the Board and as a member of the Strategy and Alternatives Committee evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/0001104659-24-003305-index.htm - Executive change Stephen L. Domenik resigned as Director and Chairman of the Board at EMCORE CORP. - Action: resigned - Role: Director and Chairman of the Board source text: On January 10, 2024, Mr. Stephen L. Domenik notified the Board of his intention to resign as a director of the Company, including as a member of the Audit Committee and Compensation Committee and as Chairman of the Board, Nominating and Corporate Governance Committee, and Strategy and Alternatives Committee, effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/0001104659-24-003305-index.htm - Executive change Roncka was appointed as Chair of the Strategy and Alternatives Committee at EMCORE CORP. - Action: appointed - Role: Chair of the Strategy and Alternatives Committee source text: Mr. Roncka has been appointed as Chair of the Strategy and Alternatives Committee evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/0001104659-24-003305-index.htm - Governance Changes EMCORE CORP: Removed authority of Chairman and CEO to call special shareholder meetings; retained authority of majority of Board (effective 2024-01-10). - Change: bylaw amendment - Effective: 2024-01-10 source text: On January 10, 2024, the Board approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (such further amended and restated version, the “Amended and Restated Bylaws”), effective immediately. The only change to the Amended and Restated Bylaws is to remove the authority of the Chairman of the Board and of the Chief Executive Officer to call a special meeting of shareholders and to retain the authority of a majority of the Board to call a special meeting of shareholders. evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/0001104659-24-003305-index.htm - Material Agreements EMCORE CORP entered into Cooperation Agreement with Bradley L. Radoff and certain of his affiliates (effective 2024-01-10). - Action: entry - Counterparty: Bradley L. Radoff and certain of his affiliates - Effective: 2024-01-10 source text: On January 10, 2024, EMCORE Corporation (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Bradley L. Radoff and certain of his affiliates set forth in the signature pages thereto (collectively, the “Radoff Parties”). evidence_url: https://www.sec.gov/Archives/edgar/data/808326/000110465924003305/0001104659-24-003305-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.