{"url_path":"/sec/gmrs/8-k/2026-05-18/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":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1898718/0001104659-26-062932-index.html","accession_number":"0001104659-26-062932","cik":"0001898718","ticker":"GMRS","issuer_name":"GMR Solutions Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1898718/0001104659-26-062932-index.html","primary_entity_key":"0001898718","primary_entity_name":"GMR Solutions Inc."},"word_count":814,"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\n \n\n**Appointment of Directors; Director Compensation**\n\n \n\nEffective May 12, 2026,\neach of Jan Stern Reed and Timothy Wicks were appointed to the Board of Directors of the Company (the “Board of Directors”).\nThe Board of Directors has determined that each of Ms. Reed and Mr. Wicks qualifies as “independent” in accordance\nwith the rules of the New York Stock Exchange. The Company’s Charter (as defined below) provides for a classified Board of\nDirectors. Ms. Reed will serve as a Class III director, and Mr. Wicks will serve as a Class I director. There are\nno arrangements or understandings between each of Ms. Reed and Mr. Wicks and any other person pursuant to which she or he, as\napplicable, was appointed as a director of the Company.\n\n \n\nMr. Wicks will also serve on the Audit Committee\nof the Board of Directors.\n\n \n\nIn connection with their\nappointment to the Board of Directors, on May 13, 2026, the Company granted to each of Mr. Wicks and Ms. Reed an award\nof 12,334 restricted stock units (“RSUs”) under the 2026 Equity Incentive Plan (as defined below), which RSUs will vest on\nthe first anniversary of the IPO (or, if earlier, upon the occurrence of a Change in Control (as defined in the 2026 Equity Incentive\nPlan) or a termination due to death or Disability (as defined in the 2026 Equity Incentive Plan)).\n\n \n\nFor further information about\nthe Board of Directors, including their bios, committee composition and other information required under Item 404(a) of Regulation\nS-K, see “Management” in the Prospectus.\n\n \n\n**GMR Solutions Inc. 2026 Equity Incentive Plan**\n\n \n\nEffective May 12, 2026,\nthe Company’s Board of Directors and its majority stockholder adopted and approved the GMR Solutions Inc. 2026 Equity Incentive\nPlan (the “2026 Equity Incentive Plan”) in the form previously filed as Exhibit 4.4 to the Company’s Registration\nStatement on Form S-8 filed with the Securities and Exchange Commission on May 13, 2026 (the “Form S-8”). For\nfurther information regarding the 2026 Equity Incentive Plan, see “Executive Compensation — Equity Compensation Plans —\n2026 Equity Incentive Plan” in the Prospectus.\n\n \n\nA copy of the 2026 Equity\nIncentive Plan is incorporated by reference (i) as Exhibit 10.5 and (ii) in this Item 5.02. The above description of the\n2026 Equity Incentive Plan is not complete and is qualified in its entirety by reference to such exhibit.\n\n \n\n**GMR Solutions Inc. 2026 Employee Stock Purchase Plan**\n\n \n\nEffective May 12, 2026,\nthe Company’s Board of Directors and its majority stockholder adopted and approved the GMR Solutions Inc. 2026 Employee Stock Purchase\nPlan. (the “ESPP”) in the form previously filed as Exhibit 4.5 to the Company’s Form S-8. For further information\nregarding the ESPP, see “Executive Compensation — Equity Compensation Plans — 2026 Employee Stock Purchase Plan”\nin the Prospectus.\n\n \n\nA copy of the ESPP is incorporated\nby reference (i) as Exhibit 10.6 and (ii) in this Item 5.02. The above description of the ESPP is not complete and is qualified\nin its entirety by reference to such exhibit.\n\n \n\n**Grant of Equity Awards**\n\n \n\nIn connection with the IPO,\npursuant to the 2026 Equity Incentive Plan, the Company made grants of time-based vesting options (“Options”) and time-based\nvesting RSUs on May 13, 2026 to its named executive officers as follows: (i) Nick Loporcaro, the Company’s President and\nChief Executive Officer, received 1,355,422 Options with a per-share exercise price of $15.00 and 600,000 RSUs; (ii) Brian Tierney,\nthe Company’s Chief Financial Officer, received 271,085 Options with a per-share exercise price of $15.00 and 120,000 RSUs; (iii) Edward\nVan Horne, the Company’s Chief Operating Officer, received 271,085 Options with a per-share exercise price of $15.00 and 120,000\nRSUs; (iv) Thomas Cook, the Company’s Executive Vice President, General Counsel and Secretary, received 169,428 Options with\na per-share exercise price of $15.00 and 75,000 RSUs; and (iii) Lisa Jacoba, the Company’s Chief Human Resources Officer, received\n112,952 Options with a per-share exercise price of $15.00 and 50,000 RSUs. The Options and RSUs will vest in three substantially equal\ninstallments on each of the first three anniversaries of May 12, 2026, subject to the named executive officer’s continued employment\nthrough the applicable vesting date; provided, however, that, upon any termination (i) by us without Cause (as defined in the 2026\nEquity Incentive Plan) or (ii) by the named executive officer with Good Reason (as defined in the 2026 Equity Incentive Plan), in\neither case, within the 6-month period prior to, or within the 24-month period following a Change in Control (as defined in the 2026 Equity\nIncentive Plan), all then-unvested Options and RSUs will fully vest. In addition, upon any termination by reason of a named executive\nofficer’s death or Disability (as defined in the 2026 Equity Incentive Plan) at any time, all then-unvested Options and RSUs will\nfully vest.\n\n \n\n2"}