Blackbaud, Inc. (NASDAQ:BLKB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 11, 2017, David Golden notified the Company that he will resign as a director of the Company effective December 12, 2017. On December12, 2017, the Board of Directors (the “Board”) of the Company appointed Thomas R. Ertel as a new member of the Board and its Audit Committee, effective December 12, 2017. A graduate of Ball State University, Mr. Ertel was a partner at Ernst & Young, LLP from June 2002 through June 2017. Prior to his tenure at Ernst & Young, Mr. Ertel was employed by Arthur Andersen LLP from June 1977 through May 2002. Mr. Ertel has maintained an active CPA license since 1980. Mr. Ertel joined the Board as a Class C director, and his term will expire with the terms of the other Class C directors at the 2019 annual meeting of stockholders. Mr. Ertel has been deemed to be (a) “independent” in accordance with Rule 5605(a)(2) of the Nasdaq Marketplace Rules, the Sarbanes-Oxley Act and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), (b) an "outside director" under Section 162(m) of the Internal Revenue Code, and (c) a "non-employee director" under Rule 16b-3 of the Exchange Act.
There were no arrangements or understandings between Mr. Ertel and any other person to which Mr. Ertel was appointed as a director of the Board, and there are no transactions between Mr. Ertel and the Company that require disclosure to Item 404(a) of Securities and Exchange Commission Regulation S-K or the Company’s Related Party Transaction Policy. As a director of the Company and member of its Audit Committee, Mr. Ertel will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2017, which generally consists of annual cash retainers for board and committee service and an annual grant of restricted stock.
About Blackbaud, Inc. (NASDAQ:BLKB)
Blackbaud, Inc. is a provider of software and services for the global philanthropic community. The Company’s segments include the General Markets Business Unit (the GMBU), the Enterprise Customer Business Unit (the ECBU) and the International Business Unit (the IBU). The GMBU is focused on marketing, sales, delivery and support to all emerging and mid-sized prospects and customers in North America. The ECBU is focused on marketing, sales, delivery and support to all large and/or strategic prospects and customers in North America. The IBU is focused on marketing, sales, delivery and support to all prospects and customers outside of North America. It operates in four geographic regions: United States, Canada, Europe and Australia. The Company’s customers use its cloud-based and on-premises software solutions and related services to help manage donations, fundraising costs, communications with constituents and manage their finances.