{"url_path":"/sec/fusew/8-k/2026-06-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2033383/0001493152-26-026537-index.html","accession_number":"0001493152-26-026537","cik":"0002033383","ticker":"FUSE","issuer_name":"Fusemachines Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2033383/0001493152-26-026537-index.html","primary_entity_key":"0002033383","primary_entity_name":"Fusemachines Inc."},"word_count":657,"has_tables":true,"body_markdown":"**Item\n5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.**\n\n** **\n\n**Appointment\nof Directors**\n\n** **\n\nEffective\nMay 31, 2026, the board of directors (the “Board”) of Fusemachines Inc., a Delaware corporation (the “Company”\nor “Fusemachines”), following the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating\nCommittee”), appointed Julia Hirschberg as a member of the Board as a Class II director, until the Company’s 2027 annual\nmeeting of stockholders or until Ms. Hirschberg’s successor is duly elected and qualified. Ms. Hirschberg was also appointed as\na member of each of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the\n“Compensation Committee”) and the Nominating Committee. Ms. Hirschberg was also appointed as chair of the Compensation Committee.\n\n** **\n\nMs.\nHirschberg, age 79, is the Percy K. and Vida L. W. Hudson Professor of Computer Science at Columbia University, a position she has held\nsince 2002, and previously served as Chair of the Computer Science Department from 2012 to 2018. She received her PhD in Computer Science\nfrom the University of Pennsylvania. Prior to joining Columbia, Ms. Hirschberg worked at Bell Laboratories and AT&T Laboratories\n— Research from 1985 to 2003, serving as a Member of Technical Staff, Division Manager and Technology Leader, and creating the\nHuman-Computer Interface Research Department. Ms. Hirschberg also served as a Guest Professor at the Royal Institute of Technology (KTH)\nin Stockholm from 2008 to 2009. She co-chaired the Computing Research Association’s Committee on Women from 2016 to 2019, was an\nAmazon Scholar from 2020 to 2025. Ms. Hirschberg is a Fellow of the Association for the Advancement of Artificial Intelligence (since\n1994), a Fellow of the International Speech Communication Association (since 2008), a Fellow of the Association for Computational Linguistics\n(since 2011), a Fellow of the Association for Computing Machinery (since 2015), and a Fellow of the Institute of Electrical and Electronics\nEngineers (since 2017). She has been a member of the National Academy of Engineering since 2017 and a member of the American Academy\nof Arts and Sciences since 2018. In 2025, she was elected to the National Academy of Artificial Intelligence Academy of Sciences, from\nwhich she received the Artificial Intelligence Exploration Award. She has received PhDs from both the University of Pennsylvania and\nthe University of Michigan.\n\n \n\nThe\nNominating Committee and the Board believe that Ms. Hirschberg’s significant experience in artificial intelligence, computer science\nand technology leadership provides valuable operational, leadership, strategy and management skills to the Board.\n\n** **\n\nThere\nis no arrangement or understanding between Ms. Hirschberg and any other person pursuant to which Ms. Hirschberg was selected and appointed\nby the Board and there is no family relationship between Ms. Hirschberg and any of the Company’s directors or executive officers.\nThe Company is not aware of any transaction involving Ms. Hirschberg which would require disclosure under Item 404(a) of Regulation S-K\npromulgated under the Securities Act of 1933, as amended (the “Securities Act”). Ms. Hirschberg will receive compensation\nsimilar to the other non-employee members of the Board as described in the Company’s Annual Report on Form 10-K for the fiscal\nyear ended December 31, 2025, as filed with the Securities and Exchange Commission on March 27, 2026 (the “Annual Report”)\nor incorporated by reference therein, and will execute a standard indemnity agreement with the Company substantially in the form filed\nas an exhibit to the Annual Report.\n\n** **\n\n**Resignation\nof Director**\n\n** **\n\nOn\nMay 31, 2026, in connection with the appointment of Ms. Hirschberg, Sanjay Shrestha resigned as a member of the Board, as the chair of\nthe Compensation Committee, and as a member of each of the Audit Committee and the Nominating Committee. The resignation of Mr. Shrestha\nwas not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.\nThe Board and the Company are deeply grateful for Mr. Shrestha’s service, dedication, and contributions to the Company."}