SILVER SPRING NETWORKS, INC. (NYSE:SSNI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SILVER SPRING NETWORKS, INC. (NYSE:SSNI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(b)

The information set forth below under Item 5.02(c) is hereby
incorporated by reference into this Item 5.02(b).

(c)

Appointment of Chief Financial Officer

On March27, 2017, Silver Spring Networks, Inc. (the
Company) announced the appointment of
Catriona M. Fallon, 46, as its Chief Financial Officer.
Ms.Fallons appointment is effective as of March27, 2016.

From July 2015 until March 2017, Ms.Fallon served as Executive
Vice President and Chief Financial Officer at Marin Software
Incorporated, an enterprise marketing software company. From
December 2013 until July 2015, Ms.Fallon served as Vice President
and Chief of Staff for the Chief Financial Officer of Cognizant
Technology Solutions Corporation, a business and technology
services company. Prior to Cognizant, Ms.Fallon served in
multiple leadership positions at Hewlett-Packard Company,
including as the Vice President of Strategy Financial Planning
from September 2012 to September 2013, as Director of Finance
Investors Relations from July 2010 to September 2012 and as
Director of Strategy Corporate Development from February 2009 to
July 2010. Previously, Ms.Fallon was an equity analyst covering
media and technology companies at Citigroup Investment Research.
Ms.Fallons professional experience also includes roles with Piper
Jaffray Company, McKinsey Company and Oracle Corporation.
Ms.Fallon holds a B.A. in Economics from University of
California, Los Angeles and an M.B.A. from Harvard Business
School.

Concurrently with Ms.Fallons appointment as the Companys new
Chief Financial Officer, Kenneth P. Gianella will assume the role
of Senior Vice President, Finance and Treasurer, effective
March27, 2017.

In connection with her employment, Ms.Fallon and the Company
entered into an offer letter (the Offer
Letter
). Under the terms of the Offer Letter,
Ms.Fallon:

will receive an annual base salary of $400,000;
will be eligible to participate in the Companys regular
employee benefit plans available to all employees;
has a target cash bonus equal to 50% of her base salary for
the applicable bonus period under the Companys bonus plan;
will receive an inducement award of an option to purchase
65,000 shares of the Companys common stock, with an exercise
price equal to the closing fair market value of such common
stock on the date of grant, that will become vested and
exercisable, subject to her continued employment, with
respect to 25% of the shares on the one-year anniversary of
the date of grant, and with respect to an additional
1/48th of the shares
each month thereafter, until such time as the option is
vested and exercisable with respect to all of the shares;
will receive an inducement award of 36,000 restricted stock
units (RSUs) that will become
vested, subject to her continued employment, with respect to
25% of the RSUs on the one-year anniversary of
the date of grant, and with respect to an additional 1/16th
of the RSUs on each three-month anniversary thereafter, until
such time as all the RSUs are vested; and
will receive an inducement award of 26,000 performance share
units (PSUs) that will be eligible
to vest, subject to her continued employment, on the one-year
anniversary of the grant date and subject to the attainment
of certain performance metrics (to be determined by the
Compensation Committee of the Board of Directors).

The Company expects to grant the equity awards on a schedule in
accordance with the Companys standard equity grant policy and all
such awards will be granted to NYSE Rule 303A.08, which allows
equity awards to be granted outside of the Companys equity
incentive plan without stockholder approval as a material
inducement to a persons employment.

In addition, if Ms.Fallons employment is terminated involuntarily
without Cause (as defined in the Offer Letter) or if she
terminates employment for Constructive Termination (as defined in
the Offer Letter), she will be entitled to the following benefits
under the terms of the Offer Letter:

salary continuance payments equal to 12 months of Ms.Fallons
then-current base salary and a pro-rated bonus (if any),
provided, that, should such termination occur within a period
beginning two months prior to and ending 12 months following
a Change of Control (as defined in the Offer Letter),
Ms.Fallon may be required by the successor entity (as its
sole discretion) to continue her employment for up to three
months from the date of the Change of Control in order to
receive such payments;
the vesting applicable to any equity awards granted to
Ms.Fallon shall accelerate as to: (i)that number of shares
underlying Ms.Fallons outstanding equity grants that would
have become vested on the first anniversary of the date that
Ms.Fallons employment terminates; or (ii)in the event of a
Change of Control, 50% of the unvested shares underlying
Ms.Fallons outstanding equity grants should such termination
occur within a period beginning two months prior to and
ending 12 months following a Change of Control, provided, in
either case, that, Ms.Fallon has continued her employment for
up to three months from the date of the Change of Control (if
requested by the successor entity in its sole discretion) in
order to receive such acceleration, and provided further
that, notwithstanding the foregoing, acceleration of vesting
of any performance-based equity grants shall be subject to
and qualified by the terms of any performance-based equity
grant that provides for satisfaction of applicable
performance vesting requirements (as set forth in the
agreement(s) governing such performance-based equity
grant(s)), as determined on the date of Ms.Fallons
termination, and the acceleration of vesting shall only occur
if the above-referenced performance vesting requirements have
been satisfied; and
reimbursement for medical insurance benefits provided under
the Companys benefit plans over the period beginning on the
date Ms.Fallons employment terminated and ending on the
earlier of: (i) 12 months following such date; or (ii)the
date Ms.Fallon commences employment with another entity;
provided, that, in each case, should such termination occur
within a period beginning two months prior to and ending 12
months following a Change of Control, Ms.Fallon may be
required by the successor entity (in its sole discretion) to
continue her employment for up to three months from the date
of the Change of Control in order to receive such benefits.

All benefits available under the Offer Letter are conditioned
upon Ms.Fallons execution of a general release of claims in favor
of the Company. The complete terms of the Offer Letter can be
found in the Offer Letter itself, which will be filed as an
exhibit to the Companys Quarterly Report on Form 10-Q for the period ending
March31, 2017.

It is expected
that Ms.Fallon will execute the Companys standard form of
indemnification agreement, which was filed as Exhibit 10.1 to the
Companys Registration Statement on Form S-1 filed on July7, 2011
and incorporated by reference herein. This agreement provides for
indemnification for related expenses including, among other
things, attorneys fees, judgments, fines and settlement amounts
incurred by Ms.Fallon in any action or proceeding to the fullest
extent permitted by applicable law.

There is no
arrangement or understanding with any person to which Ms.Fallon
was appointed as the Companys Chief Financial Officer, and there
are no family relationships between Ms.Fallon and any director or
executive officer of the Company. Additionally, there are no
transactions between Ms.Fallon and the Company that would be
required to be reported under Item 404(a) of Regulation
S-K.

On March27, 2016,
the Company issued a press release announcing the appointment of
Ms.Fallon, and a press release announcing that the inducement
awards to Ms.Fallon will be granted to NYSE Rule 303A.08. Copies
of the press release are attached as Exhibit 99.1 and Exhibit
99.2 to this report, respectively.

(e)

The information
set forth above under Item 5.02(c) is hereby incorporated by
reference into this Item 5.02(e).

Item9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Number

Description

99.1 Press release, dated March27, 2017, announcing the
appointment of Catriona Fallon as Chief Financial Officer.
99.2 Press release, dated March27, 2017, announcing inducement
awards to be granted to Ms.Fallon to NYSE Rule 303A.08.

to the
requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

SILVER SPRING NETWORKS, INC.
Date: March27, 2017 By:

/s/ Richard S. Arnold, Jr.

Name: Richard S. Arnold, Jr.
Title: General Counsel and Secretary

EXHIBIT
INDEX

Number

Description

99.1 Press release, dated March27, 2017, announcing the
appointment of Catriona Fallon as Chief Financial Officer.
99.2 Press release, dated March27, 2017, announcing inducement
awards to be granted to Ms.Fallon


About SILVER SPRING NETWORKS, INC. (NYSE:SSNI)

Silver Spring Networks, Inc. is engaged in creating, building and deploying networks and solutions enabling the Internet of things (IoT) for critical infrastructure. The Company provides a networking platform and solutions that enable utilities to transform the power grid infrastructure into the smart grid. Its networking platform enables customers to communicate with devices connected to the power grid. Its networking platform comprises hardware, such as access points and relays; its SilverLinkOS network operating software, and its GridScape management and security software. It offers solutions built upon SilverLink Network and Data platforms, including advanced metering, distribution automation, demand-side management, street lights and wireless Internet protocol version 6 (IPv6) network service for the IoT, Starfish. It also offers professional services to design and optimization, deployment support, software and systems integration, program management and consulting services.

SILVER SPRING NETWORKS, INC. (NYSE:SSNI) Recent Trading Information

SILVER SPRING NETWORKS, INC. (NYSE:SSNI) closed its last trading session up +0.26 at 10.82 with 252,761 shares trading hands.

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