{"url_path":"/sec/cik-0002086438/8-k/2026-06-24/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/2086438/0001193125-26-281284-index.html","accession_number":"0001193125-26-281284","cik":"0002086438","ticker":null,"issuer_name":"Gores Holdings XI, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2086438/0001193125-26-281284-index.html","primary_entity_key":"0002086438","primary_entity_name":"Gores Holdings XI, Inc."},"word_count":338,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\nOn June 22, 2026, in connection with the IPO, Randall Bort, Keith Covington and Elizabeth Marcellino\n(collectively, the “New Directors”) were appointed to the board of directors of the Company (the “Board”). Effective June 22, 2026, each of the New Directors was appointed to the Board’s Audit\nCommittee, with Mr. Bort serving as chair of the Audit Committee. Each of the New Directors was appointed to the Board’s Compensation Committee, with Ms. Marcellino serving as chair of the Compensation Committee.\n\n2\n\nOn June 22, 2026, in connection with their appointments to the Board, each of the\nmembers of the Board entered into the Letter Agreement in the form filed as Exhibit 10.4 hereto.\n\nOn June 22, 2026, the Company\nentered into indemnity agreements with each of the directors and officers of the Company that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any\nproceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement,\nwhich is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.\n\nOn June 22, 2026, the Sponsor transferred 25,000 Class B ordinary shares of the Company, par value $0.0001 per share, to each of the\nNew Directors at their original purchase price. The Company will reimburse its directors for reasonable out-of-pocket expenses related to identifying, investigating,\nnegotiating and completing an initial business combination.\n\nOther than the foregoing, none of the directors are party to any arrangement\nor understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company."}