Proofpoint,Inc. (NASDAQ:PFPT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)
On May 9, 2017, the Board of Directors (the “Board”) of Proofpoint, Inc. (the “Company”) appointed Richard P. Wallace to the Board. Mr. Wallace will serve as a Class I director whose current term will expire at the Company’s 2019 annual meeting of the stockholders. The Board also approved Mr. Wallace’s appointment to the Compensation Committee.
There is no arrangement or understanding with any person to which Mr. Wallace was appointed as a member of the Board.
Mr. Wallace is not a party to any transaction required to be disclosed to Item 404(a) of Regulation S-K.
In connection with his appointment as a director, Mr. Wallace will receive an initial restricted stock unit grant under the Company’s 2012 Equity Incentive Plan for 209 shares of the Company’s common stock (the “RSU Grant”). The RSU Grant will vest on May 31, 2017, subject to Mr. Wallace’s continued service to the Company through such date. The RSU Grant will accelerate and vest in full in the event of a change in control of the Company. Mr. Wallace will also receive other standard non-employee director cash and equity compensation to the Company’s non-employee director compensation policy (including the annual grant to directors after our annual meeting scheduled for June 1, 2017).
In addition to the compensation that Mr. Wallace will receive in connection with his appointment as a member of the Board, the Company intends to enter into a standard form of indemnity agreement with Mr. Wallace. The indemnity agreement, among other things, would require the Company to indemnify Mr. Wallace for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as one of the Company’s directors, or any of the Company’s subsidiaries or any other company or enterprise to which he provides services at the Company’s request. A form of the indemnity agreement was previously filed by the Company as Exhibit 10.01 to the Company’s Registration Statement on Form S-1/A (File No. 333-178479), as filed with the Securities and Exchange Commission on April 9, 2012.