Wave Systems Corp. (fka WAVXQ)

[Taxi vader]

Change in Directors or Principal Officers
December 22, 2011

Item 5.02. Other Events. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of New Director

On December 20, 2011, in accordance with the Re-Stated By-Laws of Wave Systems Corp. (the "Company"), the board of directors of the Company (the "Board") voted to increase the size of the Board from five to six members and appointed Robert Frankenberg to serve as a director to fill the vacancy created by such increase. Mr. Frankenberg was also appointed by the Board to serve as a member of each of the Compensation Committee and the Nominating Committee.

Pursuant to the terms of the Company's Non-Employee Directors Stock Option Plan, Mr. Frankenberg was awarded options to purchase 15,000 shares of Class A Common Stock of the Company at a price per share of $2.22.

There is no agreement or understanding between Mr. Frankenberg and any other person pursuant to which he was appointed to the Board.

Neither Mr. Frankenberg nor any of his immediate family has been a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.

http://biz.yahoo.com/e/111222/wavx8-k.html