NIMBLE STORAGE, INC. (NYSE:NMBL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02:
On December 8, 2016, the Board of Directors (the “Board”) of Nimble Storage, Inc. (the “Company”) increased the size of the Board from eight to nine directors, and appointed Robert W. Kelly to fill the newly created directorship and become a member of the nominating and corporate governance committee of the Board. Mr. Kelly will serve as a Class I director and will stand for re-election at the 2017 Annual Meeting of the Stockholders.
Mr. Kelly is an IT veteran. Previously, Mr. Kelly served in a variety of senior and executive roles at Microsoft Corporation, including Corporate Vice President, M&A Strategy and Business Development for the Cloud and Enterprise Division, Corporate Vice President, Windows Azure Marketing and Corporate Vice President, Infrastructure Server Marketing.
There is no arrangement or understanding between Mr. Kelly and any other persons to which Mr. Kelly was elected as a director.
In connection with his appointment to the Board, Mr. Kelly was granted a number of restricted stock units (“RSUs”) worth $490,000, based on the greater of (i) the average of the closing prices of the Company’s common stock on the New York Stock Exchange for the thirty (30) calendar days prior to the date of grant and (ii) $10.00, rounded to the nearest whole share. The RSUs will vest equally in 6-month increments over three years from December 10, 2016, for so long as Mr. Kelly serves as a director of the Company. The RSUs are subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and its related grant agreements. Mr. Kelly will also be eligible for additional grants under the Company’s Board compensation policy beginning in 2017.
In addition, Mr. Kelly has signed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2015.
On December 12, 2016, Mr. Ping Li, a Class II director of the Board notified the Company of his intent to resign from the Board and all committees thereto, effective immediately. Mr. Ping’s decision to resign was not as a result of any disagreement with the Company or its management.
About NIMBLE STORAGE, INC. (NYSE:NMBL)
Nimble Storage, Inc. (Nimble Storage) engineers and delivers its customers with flash storage platform. The Company’s Predictive Flash platform consists of a Unified Flash Fabric that provides a single consolidation architecture with common data services across a portfolio of All Flash and Adaptive Flash arrays, and InfoSight predictive analytics with integrated support and service offerings. It enables information technology (IT) organizations to manage performance, capacity and cost for the applications running across the data center with InfoSight cloud-based management software. The Predictive Flash platform includes over six components, such as AF-Series All Flash arrays, CS-Series Adaptive Flash arrays, Unified Flash Fabric, InfoSight, SmartStack and Timeless Storage. Its operating system, NimbleOS, enables its end customers to achieve the performance and capacity requirements of mainstream enterprise applications. NIMBLE STORAGE, INC. (NYSE:NMBL) Recent Trading Information
NIMBLE STORAGE, INC. (NYSE:NMBL) closed its last trading session down -0.33 at 7.95 with 835,479 shares trading hands.