true 0001391127 0001391127 2022-06-15 2022-06-15





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): June 15, 2022




(Exact name of registrant as specified in its charter)




Delaware   001-33508   20-1677033
(State or other jurisdiction
of incorporation)


File Number)

  (IRS Employer
Identification No.)


2220 West 14th Street
Tempe, Arizona
(Address of principal executive offices)   (zip code)

Registrant’s telephone number, including area code: (602) 850-5000



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


Title of each class




Name of each exchange
on which registered

Common Stock, $0.001 par value per share   EGIO   NASDAQ

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:


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 5.02

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

As previously reported on the Current Report on Form 8-K (the “Original Filing”) filed by Edgio, Inc. (the “Company”) on June 16, 2022, the Company’s Board of Directors (the “Board”) appointed Dianne Ledingham, as a new director of the Company, effective as of June 15, 2022.

At the time of the Original Filing, the Board had not made a determination regarding any committee assignments for Ms. Ledingham. This amended Current Report on Form 8-K is being filed to provide the committee assignment information omitted from the Original Filing. On July 1, 2022, the Board appointed Ms. Ledingham to the audit committee of the Board, effective immediately. Concurrently, the Board also appointed David Peterschmidt to the audit committee of the Board, effective immediately.

Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this Report.



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 thereunto duly authorized.


Date: July 8, 2022   Edgio, Inc.

/s/ Richard Diegnan

      Richard Diegnan
      Chief Legal Officer & Secretary