--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-22-029916" form_type: "8-K" ticker: "PHUN" cik: "0001665300" company_name: "Phunware, Inc." filed_at: "2022-11-14T23:59:59+00:00" generated_at: "2026-06-21T20:32:34.922490+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Phunware appoints Russell Buyse as CEO effective Dec 28, 2022; annual meeting results ## Summary - Russell Buyse named CEO, effective Dec 28, 2022, succeeding Alan Knitowski who steps down Dec 26. - Buyse receives $325k base salary, $40k sign-on bonus, and $1.5M RSU grant. - Target annual bonus between 50% and 200% of base salary, discretionary. - Stockholders approved election of three directors, ratification of Marcum LLP, and amendment to 2018 Equity Plan. - Advisory votes on executive compensation and frequency (1-year) passed. ## SEC filing metadata - accession: 0001628280-22-029916 - form_type: 8-K - ticker: PHUN - cik: 0001665300 - company_name: Phunware, Inc. - filed_at: 2022-11-14T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/phun-20221111.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-22-029916 - JSON: https://secwatch.observer/filing/0001628280-22-029916.json - Plain text: https://secwatch.observer/filing/0001628280-22-029916.txt ## Key facts - Executive change Alan Knitowski departed as Chief Executive Officer at Phunware, Inc.. - Action: stepped down - Role: Chief Executive Officer source text: As previously reported, Alan Knitowski, informed the Board of his intention to step down from his role as Chief Executive Officer of the Company, effective upon the expiration of his employment agreement on December 26, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - Executive change Russell Buyse was appointed as Chief Executive Officer at Phunware, Inc.. - Action: appointed - Role: Chief Executive Officer source text: On November 11, 2022, the Board approved the appointment of Russell Buyse to serve as Chief Executive Officer of the Company, effective December 28, 2022 evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - Executive change Russell Buyse was appointed as Director at Phunware, Inc.. - Action: appointed - Role: Director source text: The Board intends to appoint Mr. Buyse to serve as a director on our Board effective as of November 21, 2022, to fill the vacancy on the Board created by the resignation of Randall Crowder evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - Executive change Randall Crowder resigned as Director at Phunware, Inc.. - Action: resigned - Role: Director source text: to fill the vacancy on the Board created by the resignation of Randall Crowder evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - Shareholder Votes Phunware, Inc. shareholders approved Election of three Class I directors to serve until the Company's 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified. at the 2022-11-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-11-11 source text: Set forth below is the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable. Nominee For Against Withheld/ Abstentions Broker Non-Votes Stephen Chen 26,705,620 0 1,107,498 23,431,148 Eric Manlunas 22,126,510 0 5,686,608 23,431,148 Rahul Mewawalla 21,823,260 0 5,989,858 23,431,148 Biographical information for members of our Board can be found in our Definitive Proxy Statement. Furthermore, as noted in the Definitive Proxy Statement, Keith Cowan, whose term as a director of the Company expired at the 2022 Annual Meeting, did not stand for reelection at the 2022 Annual Meeting. Proposal For Against Withheld/ Abstentions Broker Non-Votes Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 50,061,957 716,393 465,916 0 Approval evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - Shareholder Votes Phunware, Inc. shareholders approved Non-binding advisory vote on the frequency for stockholders' non-binding advisory vote on compensation of the Company's named executive officers. at the 2022-11-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2022-11-11 source text: Set forth below is the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable. Nominee For Against Withheld/ Abstentions Broker Non-Votes Stephen Chen 26,705,620 0 1,107,498 23,431,148 Eric Manlunas 22,126,510 0 5,686,608 23,431,148 Rahul Mewawalla 21,823,260 0 5,989,858 23,431,148 Biographical information for members of our Board can be found in our Definitive Proxy Statement. Furthermore, as noted in the Definitive Proxy Statement, Keith Cowan, whose term as a director of the Company expired at the 2022 Annual Meeting, did not stand for reelection at the 2022 Annual Meeting. Proposal For Against Withheld/ Abstentions Broker Non-Votes Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 50,061,957 716,393 465,916 0 Approval evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - Shareholder Votes Phunware, Inc. shareholders approved Ratification of the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. at the 2022-11-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-11-11 source text: Set forth below is the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable. Nominee For Against Withheld/ Abstentions Broker Non-Votes Stephen Chen 26,705,620 0 1,107,498 23,431,148 Eric Manlunas 22,126,510 0 5,686,608 23,431,148 Rahul Mewawalla 21,823,260 0 5,989,858 23,431,148 Biographical information for members of our Board can be found in our Definitive Proxy Statement. Furthermore, as noted in the Definitive Proxy Statement, Keith Cowan, whose term as a director of the Company expired at the 2022 Annual Meeting, did not stand for reelection at the 2022 Annual Meeting. Proposal For Against Withheld/ Abstentions Broker Non-Votes Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 50,061,957 716,393 465,916 0 Approval evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - Shareholder Votes Phunware, Inc. shareholders approved Approval of an amendment and restatement of the Company's 2018 Equity Incentive Plan to (i) increase the maximum number of shares authorized by 2,108,164 and (ii) amend certain language in Section 3(b) related to the automatic share reserve increase that removes the provision of 10% of the post-Clos at the 2022-11-11 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-11-11 source text: Set forth below is the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable. Nominee For Against Withheld/ Abstentions Broker Non-Votes Stephen Chen 26,705,620 0 1,107,498 23,431,148 Eric Manlunas 22,126,510 0 5,686,608 23,431,148 Rahul Mewawalla 21,823,260 0 5,989,858 23,431,148 Biographical information for members of our Board can be found in our Definitive Proxy Statement. Furthermore, as noted in the Definitive Proxy Statement, Keith Cowan, whose term as a director of the Company expired at the 2022 Annual Meeting, did not stand for reelection at the 2022 Annual Meeting. Proposal For Against Withheld/ Abstentions Broker Non-Votes Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 50,061,957 716,393 465,916 0 Approval evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm - Shareholder Votes Phunware, Inc. shareholders approved Non-binding advisory vote to approve the compensation of the Company's named executive officers. at the 2022-11-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-11-11 source text: Set forth below is the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable. Nominee For Against Withheld/ Abstentions Broker Non-Votes Stephen Chen 26,705,620 0 1,107,498 23,431,148 Eric Manlunas 22,126,510 0 5,686,608 23,431,148 Rahul Mewawalla 21,823,260 0 5,989,858 23,431,148 Biographical information for members of our Board can be found in our Definitive Proxy Statement. Furthermore, as noted in the Definitive Proxy Statement, Keith Cowan, whose term as a director of the Company expired at the 2022 Annual Meeting, did not stand for reelection at the 2022 Annual Meeting. Proposal For Against Withheld/ Abstentions Broker Non-Votes Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 50,061,957 716,393 465,916 0 Approval evidence_url: https://www.sec.gov/Archives/edgar/data/1665300/000162828022029916/0001628280-22-029916-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.