Financial Engines, Inc. (NASDAQ:FNGN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On August16, 2017, Financial Engines, Inc. (the “Company”), in connection with a registered underwritten public offering of shares of its common stock (the “Offering”), entered into an underwriting agreement (the “Underwriting Agreement”) with entities affiliated with Warburg Pincus LLC, named therein (the “Selling Stockholders”) and Morgan Stanley & Co. LLC (the “Underwriter”), to which the Selling Stockholders agreed to sell to the Underwriter an aggregate of 4,109,128 shares of common stock of the Company. The Company will not receive any proceeds from the sale of the common stock by the Selling Stockholders.

A copy of the Underwriting Agreement is contained in Exhibit1.1 hereto, which exhibit is incorporated by reference into this Item 1.01. The above description is qualified in its entirety by reference to such exhibit.

A copy of the Underwriting Agreement has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or the Selling Stockholders. The representations, warranties and covenants contained in the Underwriting Agreement were made solely for purposes of the Offering and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Underwriting Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Underwriter and its affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, its affiliates and the Selling Stockholders, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers, and such investment and securities activities may involve the Company’s securities and/or its instruments. The Underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The Offering closed on August22, 2017. A copy of the closing press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In connection with the Offering, the Company is filing the opinion of Pillsbury Winthrop Shaw Pittman LLP as part of this Current Report on Form8-K. The opinion of Pillsbury Winthrop Shaw Pittman LLP (including the consent of Pillsbury Winthrop Shaw Pittman LLP) is contained in Exhibit5.1 hereto, which exhibit is incorporated by reference into this Item 1.01.

Item 1.01 Financial Statements and Other Exhibits.

(d)Exhibits

Financial Engines, Inc. Exhibit
EX-1.1 2 d431678dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION COPY Financial Engines,…
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About Financial Engines, Inc. (NASDAQ:FNGN)

Financial Engines, Inc. provides independent, technology-enabled portfolio management services, investment advice and retirement income services to participants in employer-sponsored defined contribution plans, such as 401(k) plans. The Company offers personalized plans for saving, investing, and generating retirement income, as well as by providing assessments of retirement income needs and readiness. It uses its advice technology platform to provide its services to millions of retirement plan participants. Its target over three constituencies in the retirement plan market, including plan participants (employees of companies offering 401(k) plans), plan sponsors (employers offering 401(k) plans to their employees) and plan providers (companies providing administrative services to plan sponsors). It offers Financial Engines Income+, which prepares a portfolio to generate income in retirement, and calculates and facilitates the payment of steady recurring payouts throughout retirement.