Everbridge, Inc. (NASDAQ:EVBG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
OnJuly 15, 2018, our Board of Directors unanimously appointedAlison Deanas a member of our Board of Directors, effective immediately, to hold office until our 2021 annual meeting of stockholders and her successor has been duly elected and qualified or her earlier death, resignation or removal.Ms.Deanwas also appointed to the Board’s Audit Committee. The Board has determined thatMs.Deansatisfies the definition of an “independent director” under the Nasdaq listing standards and the Board’s Corporate Governance Guidelines, as well as the additional requirements for service on the Board’s Audit Committee under the Nasdaq listing standards, the rules of the Securities Exchange Act of 1934, as amended, and the Board’s Corporate Governance Guidelines.
Ms.Dean, age 53, has been the Executive Vice President and Chief Financial Officer of iRobot Corporation, a global consumer robot company and maker of the Roomba® robot vacuum, since April 2013. Previously, she served as iRobot’s senior vice president, corporate finance from February 2010 until March 2013, as its vice president, financial controls& analysis from March 2007 until February 2010, and as its vice president, financial planning& analysis from August 2005 until March 2007.
Ms.Deanwill be entitled to receive the customary annual compensation paid to our non-employee directors, which currently consists of an annual cash retainer of$40,000,plus an additional annual cash retainer of $4,000 for service on the Audit Committee. Ms.Dean has been granted 5,000 restricted stock units which will vest in increments of 33% on July31, 2019, 33% on July31, 2020, and 34% on July31, 2021, provided that there has not been a termination of continuous service as of each such date. The vesting and other material terms of these stock restricted stock units are the same as those that apply to the non-employee directors’ annual equity awards. In addition, each non-employee director, including Ms.Dean, will receive a grant of 2,500 restricted stock units on an annual basis following each annual meeting of stockholders.The material terms of the non-employee directors’ annual compensation are described in our most recent proxy statement filed with theSecurities and Exchange CommissiononApril 6, 2018,under the heading “Director Compensation.”
Ms.Deandoes not have any family relationships with any of the Company’s directors or executive officers, is not a party to any transactions of the type listed in Item 404(a) of Regulation S-K, and was not appointed to any arrangement or understanding with any other person.
| Item 5.02 | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| 99.1 | Press release dated July19, 2018 |
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EVERBRIDGE, INC. ExhibitEX-99.1 2 d562320dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Everbridge Appoints iRobot Chief Financial Officer Alison Dean to Board of Directors Burlington,…To view the full exhibit click here
About Everbridge, Inc. (NASDAQ:EVBG)
Everbridge, Inc. is a global enterprise software company that provides applications, which automate the delivery of information to help keep people safe and businesses running. During critical business events or man-made or natural disasters, over 3,000 global customers rely on the Everbridge platform to construct and deliver contextual notifications to millions of people at one time. Its platform sent over one billion messages and offers the ability to reach over 200 countries and territories with secure delivery to over 100 different communication devices. A set of applications enable companies, hospitals, agencies, states, cities and towns to address issues related to weather and man-made incidents, IT outages and cyberattacks, safety of traveling staff, and facilitate regulation-compliant messaging. It serves eight of the 10 United States cities, eight of the 10 United States-based investment banks, 24 of the 25 busiest North American airports, and six of the 10 global automakers.