Imperva, Inc. (NASDAQ:IMPV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
The Board of Directors (the Board) of Imperva, Inc.
(Imperva) appointed Roger J. Sippl to the Board, effective
December15, 2016, upon Mr.Sippls acceptance of such appointment.
In connection with his appointment to the Board, Mr.Sippl
received restricted stock units with a number of shares equal to
$400,000 divided by the closing price of Impervas common stock on
the Nasdaq Global Select Market on the date of grant (the
RSUs). The date of grant was December16, 2016, the first
Friday following Mr.Sippls acceptance of appointment to the
Board. Accordingly, Mr.Sippl received RSUs for 10,554 shares. The
RSUs will vest annually in equal installments over three years of
service beginning on December15, 2016. Upon a change in control
of Imperva, the RSUs will vest in full. In addition, Mr.Sippl
will receive an annual retainer of $30,000 for his service as a
Board member. Mr.Sippl has not been appointed to a Board
committee.
It is expected that Mr.Sippl will execute Impervas standard form
of indemnification agreement. This agreement provides for
indemnification for related expenses including, among other
things, attorneys fees, judgments, fines and settlement amounts
incurred by Mr.Sippl in any action or proceeding to the fullest
extent permitted by applicable law.
The foregoing descriptions are qualified in their entirety by the
full text of the Offer Letter, effective December15, 2016,
between Imperva and Mr.Sippl, attached as Exhibit99.1 to this
Current Report on Form8-K, and the form of Indemnification
Agreement, which was filed as Exhibit10.4 to Impervas Amendment
No.4 to FormS-1
Registration Statement filed on October28, 2011, which are
incorporated herein by reference.
A copy of the
press release announcing Mr.Sippls appointment is attached as
Exhibit99.2 to this Current Report on Form8-K and is incorporated
herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits
| 99.1 |
Offer Letter, effective December15, 2016, between Imperva, Inc. and Roger J. Sippl. |
| 99.2 |
Press release issued by Imperva, Inc., dated December20, 2016. |
About Imperva, Inc. (NASDAQ:IMPV)
Imperva, Inc. provides cyber-security solutions that protect business-critical data and applications whether in the cloud or on premises. The Company operates in the segment of development, marketing, sales, service and support of cyber-security solutions that protect business critical data and applications whether in the cloud or on premises. The Company’s products include its Imperva SecureSphere platform for enterprise data centers, and Imperva Incapsula and Imperva Skyfence offerings for cloud-based security services. Its Imperva SecureSphere platform provides database, file and Web application security across various physical and virtual systems in data centers. Its Imperva Incapsula product line provides cloud-based Website security, denial of service protection and performance solutions. Its Imperva Skyfence product line provides visibility into, and control over, cloud and Software-as-a-Service (SaaS) applications, including shadow information technology (IT). Imperva, Inc. (NASDAQ:IMPV) Recent Trading Information
Imperva, Inc. (NASDAQ:IMPV) closed its last trading session up +0.10 at 38.20 with 447,437 shares trading hands.
