GIGAMON INC. (NYSE:GIMO) Files An 8-K Results of Operations and Financial Condition
Item 2.02
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Results of Operations and Financial Condition
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On April 27, 2017, Gigamon Inc. (the Company) issued a press
release announcing its financial results for the first>quarter
ended April 1, 2017. The full text of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
release announcing its financial results for the first>quarter
ended April 1, 2017. The full text of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
This information is intended to be furnished under Item 2.02 of
Form 8-K, Results of Operations and Financial Condition and shall
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Form 8-K, Results of Operations and Financial Condition and shall
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) Election of New Director
On April 25, 2017, the Board of Directors (the Board) of the
Company elected Arthur W. Coviello, Jr. to serve as a member of
the Board, effective immediately. Mr. Coviello will serve in the
class of directors whose term expires at the annual meeting of
stockholders to be held in 2017. In addition, Mr. Coviello was
appointed as a member of the Audit Committee of the Board,
effective immediately.
Company elected Arthur W. Coviello, Jr. to serve as a member of
the Board, effective immediately. Mr. Coviello will serve in the
class of directors whose term expires at the annual meeting of
stockholders to be held in 2017. In addition, Mr. Coviello was
appointed as a member of the Audit Committee of the Board,
effective immediately.
Arthur W. Coviello, Jr. has served as a venture partner at Rally
Ventures since May 2015. Previously, Mr. Coviello served as
executive vice president at EMC Corporation, a data storage and
information management company, and as executive chairman at RSA,
the security division of EMC Corporation, from February 2011 to
February 2015 and as executive vice president and president of
RSA from September 2006 to January 2011. Mr. Coviello served as
chief executive officer and a member of the board of directors of
RSA Security, Inc., a network security company, from January 2000
until its acquisition by EMC Corporation in September 2006, as
its president from March 1999 until its acquisition and as its
acting chief financial officer from December 2005 to May 2006.
Mr. Coviello currently serves on the board of directors of
EnerNOC, Inc., a provider of energy intelligence software and
services, and Synchrony Financial, a financial institution. Mr.
Coviello also serves as a director of a number of private
companies. Mr. Coviello holds a B.B.A. degree in accounting from
the University of Massachusetts.
Ventures since May 2015. Previously, Mr. Coviello served as
executive vice president at EMC Corporation, a data storage and
information management company, and as executive chairman at RSA,
the security division of EMC Corporation, from February 2011 to
February 2015 and as executive vice president and president of
RSA from September 2006 to January 2011. Mr. Coviello served as
chief executive officer and a member of the board of directors of
RSA Security, Inc., a network security company, from January 2000
until its acquisition by EMC Corporation in September 2006, as
its president from March 1999 until its acquisition and as its
acting chief financial officer from December 2005 to May 2006.
Mr. Coviello currently serves on the board of directors of
EnerNOC, Inc., a provider of energy intelligence software and
services, and Synchrony Financial, a financial institution. Mr.
Coviello also serves as a director of a number of private
companies. Mr. Coviello holds a B.B.A. degree in accounting from
the University of Massachusetts.
In connection with his election to the Board, Mr. Coviello was
granted (i) an award of 5,509 restricted stock units (the Initial
RSU Award) under the Companys 2013 Equity Incentive Plan (the
2013 Plan) and (ii) an award of 982 restricted stock units under
the 2013 Plan (the Additional Initial RSU Award and together with
the Initial RSU Award, the Initial Awards). The Initial RSU Award
will vest in equal annual installments over a three-year period
following his election to the Board, subject to Mr. Coviellos
continued service on the Board through each applicable vesting
date. The Additional Initial RSU Award will vest in equal
installments on May 9, 2017, and June 9, 2017 (provided, however,
that the Additional Initial RSU Award will vest fully on the date
of the Companys next annual meeting of stockholders), subject to
Mr. Coviellos continued service through each applicable vesting
date. The Initial Awards are subject to the terms and conditions
of the 2013 Plan and the Companys outside director compensation
policy, as amended (the Outside Director Compensation Policy).
Furthermore, in accordance with the Companys Outside Director
Compensation Policy, Mr. Coviello will be eligible to receive
future cash and equity compensation for his service on the Board
and its committees.
granted (i) an award of 5,509 restricted stock units (the Initial
RSU Award) under the Companys 2013 Equity Incentive Plan (the
2013 Plan) and (ii) an award of 982 restricted stock units under
the 2013 Plan (the Additional Initial RSU Award and together with
the Initial RSU Award, the Initial Awards). The Initial RSU Award
will vest in equal annual installments over a three-year period
following his election to the Board, subject to Mr. Coviellos
continued service on the Board through each applicable vesting
date. The Additional Initial RSU Award will vest in equal
installments on May 9, 2017, and June 9, 2017 (provided, however,
that the Additional Initial RSU Award will vest fully on the date
of the Companys next annual meeting of stockholders), subject to
Mr. Coviellos continued service through each applicable vesting
date. The Initial Awards are subject to the terms and conditions
of the 2013 Plan and the Companys outside director compensation
policy, as amended (the Outside Director Compensation Policy).
Furthermore, in accordance with the Companys Outside Director
Compensation Policy, Mr. Coviello will be eligible to receive
future cash and equity compensation for his service on the Board
and its committees.
Mr. Coviello also executed the Companys standard form of
indemnification agreement, a copy of which has been filed as
Exhibit 10.1 to the Companys Registration Statement on Form S-1
(File No. 333-182662) filed with the Securities and Exchange
Commission on May 29, 2013.
indemnification agreement, a copy of which has been filed as
Exhibit 10.1 to the Companys Registration Statement on Form S-1
(File No. 333-182662) filed with the Securities and Exchange
Commission on May 29, 2013.
A press release announcing Mr. Coviellos appointment to the Board
is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
(d) Departure of Named Executive Officer
On April 27, 2017, the Company announced that Helmut G. Wilke
would be resigning as the Senior Vice President, Worldwide Sales
of the Company. Mr. Wilke will continue to serve in such capacity
while the Company conducts a search to identify his successor as
well as to assist with the transition of his responsibilities and
other related matters.
would be resigning as the Senior Vice President, Worldwide Sales
of the Company. Mr. Wilke will continue to serve in such capacity
while the Company conducts a search to identify his successor as
well as to assist with the transition of his responsibilities and
other related matters.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit No.
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Description
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10.1*
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Form of Indemnification Agreement between the Company
and its directors and officers |
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99.1
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Press release issued by Gigamon Inc., dated April 27,
2017, entitled Gigamon Reports First Quarter
2017 Financial Results
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99.2
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Press release issued by Gigamon Inc., dated April 27,
2017, entitled Gigamon Appoints Longtime Security Veteran Arthur W. Coviello to its Board of Directors |
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*
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Incorporated by reference to Exhibit 10.1 filed with
the Companys Registration Statement on Form S-1 (File No. 333-182662), filed with the Securities and Exchange Commission on May 29, 2013. |
About GIGAMON INC. (NYSE:GIMO)
Gigamon Inc. offers solutions that deliver visibility and control of traffic across networks. The Company’s Visibility Fabric solution consists of a distributed system of nodes that enable a level of visibility, modification and control of network traffic. Its GigaSECURE Security Delivery Platform enables the delivery of network, data as a service, for multiple security tools. Its Visibility Fabric solution consists of a distributed system of nodes that enable a level of visibility, modification and control of network traffic. Its GigaSMART platform provides a range of software applications to modify, manipulate, transform, filter, correlate and sample network traffic. The Company’s GigaVUE H Series includes both blade-based modular chassis products, such as the GigaVUE-HC-2, GigaVUE-HD-4, and GigaVUE-HD-8, as well as fixed-configuration appliances, such as the GigaVue-HB-1. It has presence in the United States; Rest of Americas; Europe, Middle East and Africa, and Asia Pacific. GIGAMON INC. (NYSE:GIMO) Recent Trading Information
GIGAMON INC. (NYSE:GIMO) closed its last trading session down -0.60 at 36.00 with 857,557 shares trading hands.