UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 23, 2020

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KLDiscovery Inc.

(Exact name of registrant as specified in its charter)

(703) 288-3380

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Compensatory Arrangements of Certain Officers

KLDiscovery Inc. (the “Company”) previously granted awards of restricted stock units of the Company (the “RSUs”), pursuant to the terms of its 2019 Incentive Award Plan (the “Plan”) and award agreements thereunder (each, an “Award Agreement”), to Christopher Weiler, its Chief Executive Officer (40,000 RSUs), Dawn Wilson, its Chief Financial Officer (125,000 RSUs), and Krystina Jones, its Executive Vice President, Global LT Sales & Marketing (40,000 RSUs).  In order to facilitate the granting of equity-based compensation awards to one or more of the Company’s other employees or service providers, Mr. Weiler has agreed with the Company to forfeit, without compensation, all of the RSUs awarded to him, and each of Ms. Wilson and Ms. Jones has agreed to forfeit, without compensation, 6,667 RSUs.  For the avoidance of doubt, the remaining RSUs awarded to Ms. Wilson and Ms. Jones will continue to be subject to the terms of the Plan and their Award Agreements with the Company.

Mr. Weiler has also agreed with the Company, for no additional compensation, to effect a reduction in his annual base salary to $350,000 until such time as the board of directors of the Company (the “Board”) determines to increase such amount. In addition, Ms. Wilson has agreed with the Company to effect a reduction in her annual base salary to $320,000 for at least three months, and Ms. Jones has agreed to reduce her annual base salary to $340,000 and her annual irrevocable draw under the Company’s sales commission plan to $120,000, in each case, for at least three months.  Ms. Jones has also agreed to reduced monthly commission for at least three months. In exchange for agreeing to reduce their cash compensation, Ms. Wilson and Ms. Jones will receive awards of RSUs and options to purchase shares of the Company’s common stock. Each equity award granted to Ms. Wilson and Ms. Jones in exchange for reductions in cash compensation will have a grant date fair value that is materially greater than the cash compensation they were expected to receive and will be subject to the terms of the Plan and their Award Agreements with the Company.

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.