Washington, D.C. 20549





Pursuant to section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 20, 2018



(Exact name of Registrant as specified in its charter)








(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer Identification No.)

110 110th Ave NE, Suite 300

Bellevue, WA 98004


(Address and Telephone Number of Registrant’s Principal Executive Offices)


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 (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02

Results of Operations and Financial Condition.

On February 20, 2018, BSQUARE Corporation (the “Company”) announced its financial results for the quarter and year ended December 31, 2017. A copy of the Company’s press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by this reference.

The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 5.02

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

On February 15, 2018, the Board of Directors (the “Board”) of BSQUARE Corporation, upon recommendation of the Compensation Committee of the Board in consultation with the Company’s compensation consultant, approved increases in the annual base salaries effective as of January 1, 2017 for (i) Jerry D. Chase, the Company’s President and Chief Executive Officer, from $375,000 to $386,250; (ii) Peter Biere, the Company’s Chief Financial Officer, Assistant Secretary and Treasurer, from $270,000 to $278,100; and (iii) David Wagstaff, the Company’s Chief Technology Officer, from $256,800 to $264,504.


Item 9.01 Financial Statements and Exhibits.



The following exhibit is furnished with this Form 8-K pursuant to Item 2.02:


Exhibit No.







Press release dated February 20, 2018







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 20, 2018




/s/ Peter J. Biere





Peter J. Biere





Chief Financial Officer, Assistant Secretary and Treasurer