RINGCENTRAL, INC. (NYSE:RNG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
| (c) | Appointment of New Chief Financial Officer |
As previously reported in the Current Report on Form 8-K of RingCentral, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April26, 2017, on April21, 2017, the Board of Directors of the Company appointed Mitesh Dhruv to serve as Chief Financial Officer, effective as of May6, 2017.
In connection with Mr.Dhruv’s appointment as Chief Financial Officer, on July28, 2017, the Compensation Committee of the Board of Directors (the “Compensation Committee”) increased Mr.Dhruv’s base salary from $285,000 to $300,000 and target annual incentive bonus from 75% of his base salary to 50% of his base salary, and approved his participation in the Company’s executive bonus plan. These changes are effective as of April1, 2017. Mr.Dhruv will continue to be eligible for the Company’s standard benefits programs, and all other terms of his employment will continue to remain in effect.
In connection with his promotion, Mr.Dhruv was also granted an award of 56,000 restricted stock units (the “RSU Award”). The RSU Award will vest as follows: 1/16th of the shares underlying the RSU Award will vest on August20, 2017, and 1/16th of the shares underlying the RSU Award will vest on each quarterly vesting date thereafter, subject to Mr.Dhruv’s continuing to be a service provider on each applicable vesting date.
Additionally, in the event we terminate Mr.Dhruv’s employment without “cause” or he voluntarily terminates for “good reason” (with such terms to have the same meanings as in his supplement to offer letter), he is eligible to receive (i)a cash severance payment equal to 12 months of his base salary and (ii)payment by us for up to 12 months of COBRA premiums to continue health insurance coverage for him and his eligible dependents, in each case, subject to his signing and not revoking a release agreement with us.
| (d) | Appointment of New Director |
As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on June16, 2017, Kenneth Goldman was appointed to the Board of Directors of the Company on June13, 2017. On July29, 2017, Mr.Goldman was appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board of Directors of the Company.
| (e) | Amendment of Compensatory Arrangements of Certain Officers |
On July28, 2017, the Compensation Committee of the Board of Directors of the Company approved a change to the vesting acceleration benefits for Mitesh Dhruv, Praful Shah and David Sipes.If, (i)within 60 days prior to a “change of control,” the employment of any of Mr.Dhruv, Mr.Shah or Mr.Sipes is terminated without “cause” and/or he is not hired by the surviving entity, or (ii)within 12 months following a “change of control” (a) his employment is terminated without “cause” or (b)he resigns for “good reason” (as such terms are defined in his applicable equity award agreement or offer letter), then, in each case, 50% of the then unvested shares of common stock subject to his then-outstanding equity awards will immediately vest in full on the termination date and, if the awards are stock options, be exercisable, an increase from 50% that was previously in effect.
About RINGCENTRAL, INC. (NYSE:RNG)
RingCentral, Inc. is a provider of software-as-a-service (SaaS) solutions for business communications. The Company’s cloud-based business communications solutions provide a single user identity across multiple locations and devices, including smartphones, tablets, personal computers (PCs) and desk phones, and allow for communication across multiple channels, including voice, text, team messaging collaboration, high definition (HD) video for Web conferencing and fax. The Company’s products include RingCentral Office, RingCentral Professional, RingCentral Fax, RingCentral Contact Center and Glip by RingCentral. RingCentral Office is a multi-user, enterprise-grade communications solution. RingCentral Professional is an inbound call routing subscription with additional text and fax capabilities targeting smaller deployments, and RingCentral Fax is an Internet fax subscription that permits sending and receiving faxes over the Internet.