VASCO Data Security International,Inc. (NASDAQ:VDSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 of the Original Report is hereby amended as follows.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December14, 2017, the Board of Directors (the “Board”) of VASCO Data Security International, Inc. (the “Company”), based upon the recommendation of the Board’s Corporate Governance and Nominating Committee, elected Art Gilliland to serve on the Company’s Board of Directors. In connection with the election, the Board expanded the size of the Board to six directors. Mr.Gilliland will serve for a term expiring at the Company’s annual meeting of stockholders in 2018 and until his successor shall have been elected and qualified or until his earlier resignation or removal.
There is no agreement or understanding between Mr.Gilliland and any other person to which he was appointed to the Board. Mr.Gilliland is not a party to any transaction, or series of transactions, required to be disclosed to Item404(a) of Regulation S-K.
The Board has appointed Mr.Gilliland to serve on the Audit, Compensation, and Corporate Governance and Nominating Committees.
As a non-employee director, in accordance with the Company’s Director Compensation Policy, Mr.Gilliland will receive a pro rata portion of the $100,000 annual non-executive equity retainer, $60,000 annual cash retainer, and annual fees of $4,000, $3,000 and $3,000 for serving as a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, respectively. For 2017, the pro-rata portion of the non-executive equity retainer will be paid in cash to Mr. Gilliland.
The full text of the press release issued in connection with Mr.Gilliland’s election to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A.
Item 5.02 Financial Statements and Exhibits
(d)Exhibits. The following Exhibits are furnished herewith:
Press release, dated December14, 2017.