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): February 7, 2024
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2024, the Board of Directors (the “Board”) of Intuitive Machines, Inc. (the “Company”) determined the discretionary 2023 annual cash bonus awards for the named executive officers (the “Named Executive Officers”) of the Company. The Named Executive Officers’ other compensation for 2023 previously was reported by the Company in the Summary Compensation Table included in the Company’s registration statement on Form S-1 previously filed with the Securities and Exchange Commission on January 26, 2024. However, as of the date of the Form S-1, 2023 annual cash bonus awards for the Named Executive Officers were not yet determined, and therefore any bonus amounts were omitted from the Summary Compensation Table for 2023. The table below updates the previously reported Summary Compensation Table by reflecting that no annual cash bonus awards are payable to any Named Executive Officer with respect to 2023, and restating each Named Executive Officer’s total compensation amount for 2023.
| Name and Principal Position | Bonus ($)(1) | Total ($) | ||||||||||||
Stephen Altemus President and Chief Executive Officer | $ | — | $ | 710,051 | ||||||||||
Timothy Crain Chief Technology Officer | — | 440,314 | ||||||||||||
Erik Sallee Chief Financial Officer | — | 4,536,174 | ||||||||||||
Anna Jones General Counsel and Secretary | — | 603,506 | ||||||||||||
| (1) | The Board determined to not approve any discretionary bonus payments with respect to 2023. | |||||||
On February 7, 2024, the Board also approved one-time special restricted stock unit awards for each of Mr. Altemus, Mr. Crain and Ms. Jones in consideration of their strong performance in 2023. The awards were granted pursuant to the Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan and will vest based on the achievement of designated Company operational performance goals, subject to the executive’s continued employment through the 60-day anniversary of the applicable performance goal achievement date, and cover 105,000, 43,000 and 27,000 restricted stock units, respectively.
SIGNATURES
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.
| Date: February 12, 2024 | INTUITIVE MACHINES, INC. | |||||||
| By: | /s/ Stephen Altemus | |||||||
| Name: Stephen Altemus | ||||||||
| Title: President and Chief Executive Officer | ||||||||