8×8, Inc. (NASDAQ:EGHT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
Major General Guy L. Hecker, Jr. retired from the board of directors (the Board) of 8×8, Inc. (the Company) after more than 20 years of service to the Company, effective May 6, 2019. In connection with Mr. Heckers resignation, Mr. Hecker also stepped down as Lead Independent Director of the Board, as a member of the Audit and Compensation Committees, and as Chair of the Nominating and Governance Committee.
(d)
On May 6, 2019, the Board appointed Todd Ford to the Board of the Company, commencing June 1, 2019. Mr. Fords initial term will expire at the 2019 annual meeting of stockholders (the 2019 Annual Meeting), concurrently with the terms of the other members of the Board. Effective with his appointment as director, Mr. Ford will also serve as Chair of the Audit Committee of the Board and as a member of the Compensation Committee of the Board.
In connection with his appointment to the Board, Mr. Ford will be granted two awards of restricted stock units (RSUs), in accordance with the Companys non-employee director compensation policy. Under that policy, Mr. Ford, as a new non-employee director of the Board, will receive on June 1, 2019: (a) an RSU award with a value up to $175,000, prorated based on the amount of time left in his initial term, that will vest in full upon completion of his initial term of service at the 2019 Annual Meeting; and (b) an RSU award with a value of $100,000, vesting in two equal installments on the first and second anniversaries of the date of grant, subject to his continued service.
Mr. Ford is Chief Financial Officer of Coupa Software Incorporated (Coupa). During the fiscal year ended March 31, 2019, Coupa was a customer of the Company and paid the Company approximately $270,000 to a contract for services entered into between the Company and Coupa in 2017.
In connection with the appointment of Mr. Ford and retirement of Mr. Hecker, the Board made the following additional changes: appointed Dr. Jaswinder Pal (J.P.) Singh as Lead Independent Director and as a member of the Governance & Nominating and Compensation Committees, effective May 6, 2019; and appointed Monique Bonner as Chair of the Governance and Nominating Committee, effective May 6, 2019.
A copy of the Companys press release announcing the appointment of Mr. Ford and the resignation of Mr. Hecker is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release dated May 8, 2019. |