UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Sarcos Technology and Robotics Corporation

(Exact name of Registrant as Specified in Its Charter)

(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:

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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 3, 2024, the Board of Directors (the “Board”) of Sarcos Technology and Robotics Corporation (the “Company”) approved a retention plan (the “Retention Plan”) to further incentivize and align executive officers with stockholders and support retention. Pursuant to the Retention Plan, Andrew Hamer, the Company’s Chief Financial Officer, will be entitled to receive a cash bonus equal to 50% of his annual base salary provided he remains an employee until December 31, 2024, unless he is earlier terminated without Cause or resigns for Good Reason (in each case, as defined in Mr. Hamer’s employment agreement). Pursuant to the Retention Plan, the Company also expects to award Mr. Hamer 100,000 restricted stock units under the Company’s 2021 Equity Incentive Plan (“RSUs”). One quarter (1/4) of the RSUs will be scheduled to vest on the first anniversary of the date of grant and the remainder will be scheduled to vest in equal quarterly installments over the subsequent 12 quarters, in each case subject to Mr. Hamer’s continued service.

Item 8.01 Other Events.

Under the Retention Plan, the executive officers listed below were also awarded the cash bonus set forth next to their respective names, subject to continued service until December 31, 2024, unless such officer is earlier terminated without Cause or resigns for Good Reason (each as defined in the officer’s employment agreement). The Company also expects to award RSUs as set forth next to each officer’s respective name, which RSUs will be scheduled to vest as to one quarter (1/4) on the first anniversary of the date of grant and the remainder in equal quarterly installments over the subsequent 12 quarters, in each case subject to continued service.

In addition, on January 3, 2024, the Board approved a change in the target annual bonus levels for certain executive officers, as set forth below.

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.