Pegasystems Inc. (NASDAQ:PEGA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


Pegasystems Inc. (NASDAQ:PEGA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

(d) On April18, 2019, the Board of Directors (the Board) of Pegasystems Inc. (the Corporation) appointed Christopher Lafond as a new member of the Board effective April22, 2019. Mr.Lafonds term will expire at the next annual meeting of the Corporations stockholders, at which time Mr.Lafond will stand for election. Mr.Lafonds appointment expands the size of the Board from eight to nine members.

Mr.Lafond,53, currently serves as the Chief Financial Officer and member of the board of Insurity, Inc., a role he has held since May 2017. From June 2015 to June 2017, Mr.Lafond served as the Executive Vice President and Chief Financial Officer of Intralinks Holdings, Inc. From October 1995 to June 2014, Mr.Lafond held a variety of roles at Gartner, Inc., including as Executive Vice President and Chief Financial Officer from 2003 to 2014. Previously at Gartner, he served as Chief Financial Officer for Gartners North America and Latin America operations, Group Vice President and North American Controller, Director of Finance, Vice President of Finance and Assistant Controller.From August 2017 to January 2019, Mr.Lafond was a member of the board of SiriusDecisions Inc. Mr.Lafond holds a B.A. in Economics from University of Connecticut and an M.B.A. degree from the Columbia University Graduate School of Business.

Mr.Lafond will participate in the Corporations non-employee director compensation program. to this program, Mr.Lafond will receive a grant of restricted stock units, vesting in one installment, valued at $125,000, based on the fair market value of the Corporations common stock on the May1, 2019 grant date, and a cash retainer of $55,000. Both the equity award and the cash retainer will be prorated for the period of service from the date of Mr.Lafonds appointment to the Board to the next annual meeting of stockholders.

In connection with his appointment, the Corporation and Mr.Lafond also entered into a Director Indemnification Agreement effective as of April22, 2019 (the Director Indemnification Agreement), in substantially the same form as the indemnification agreements entered into by the other non-employee directors on the Board. The Director Indemnification Agreement will require the Corporation to indemnify Mr.Lafond against certain liabilities that may arise by reason of his status or service as a director of the Corporation, and to advance him the expenses incurred as a result of a proceeding as to which he may be indemnified. The Director Indemnification Agreement is intended to provide rights of indemnification to the fullest extent permitted under the Massachusetts Business Corporation Act and is in addition to any other rights Mr.Lafond may have under the Corporations Articles of Organization, its By-laws, and applicable law. The foregoing description of the Director Indemnification Agreement is qualified entirely by reference to the form of Director Indemnification Agreement that was filed with the Securities and Exchange Commission as Exhibit99.1 to the Corporations Current Report on Form 8-K filed on April11, 2005, and is incorporated herein by reference.

On April24, 2019, the Corporation issued a press release announcing Mr.Lafonds appointment to the Board. A copy of the press release is filed with this Form8-K as Exhibit 99.1.


EX-99.1 2 d738466dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Pegasystems Appoints Christopher Lafond to its Board of Directors CAMBRIDGE,…
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About Pegasystems Inc. (NASDAQ:PEGA)

Pegasystems Inc. develops, markets, licenses and supports software applications for marketing, sales and onboarding, and customer service needs. The Company also offers software applications built on the Pega 7 platform. Its software is designed to assist clients in building, deploying, and evolving enterprise applications. Its applications and platform intersect with and encompass several traditional software markets, including Customer Relationship Management (CRM); Business Process Management (BPM); Business Rules Management Systems (BRMS); Dynamic Case Management (DCM); Decision Management, which includes Predictive and Adaptive analytics, and the Vertical Specific Software (VSS) market of industry solutions and packaged applications. It provides implementation, consulting, training, technical support and hosting services to facilitate the use of its software. The Company offers its services to financial, healthcare, insurance, manufacturing, life sciences and other markets.