Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 3, 2019, the Board of Directors (the “Board”) of ServiceSource International, Inc. (the “Company” or “ServiceSource”) appointed John R. Harris to the Company’s Board, effective July 8, 2019. Mr. Harris’s term will expire at the Company’s 2020 annual meeting of stockholders, and he will serve as a member of the Company’s Audit Committee. Mr. Harris fills a vacancy created by the resignation of Madhu Ranganathan, who resigned from the Board effective July 3, 2019. Ms. Ranganathan resigned for personal reasons, and does not have any disagreement with the Company, the Board, or the Company’s management team on any matter relating to the Company’s operations, policies, or practices.
Mr. Harris will receive cash compensation as anon-employee director in accordance with the Company’s director compensation program as described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2019. In addition, he will receive an initial grant of 75,000 restricted stock units (“RSUs”) and an award of stock options to purchase up to 25,000 shares of the Company’s common stock. Both the RSUs and the stock options will vest over two years, with 50% of each award vesting on each of the first and second anniversaries of the grant date. Vesting of the awards will be subject to Mr. Harris’s continued service with the Company through each relevant date. The Company also entered into an indemnification agreement with Mr. Harris in the same form as the Company’s standard form indemnification agreement with its other directors.
The Board determined that Mr. Harris is an “independent director” as defined by Rule10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and by the rules of the Nasdaq Stock Market. There are no arrangements or understandings between Mr. Harris and any other person pursuant to which he was selected as a director, nor are there any transactions, or proposed transactions, to which ServiceSource was or is to be a party and in which Mr. Harris had or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of RegulationS-K, nor are there any family relationships among Mr. Harris and any other directors or officers of the Company.
Item 7.01 Regulation FD Disclosure.
On July 10, 2019, ServiceSource issued a press release announcing Mr. Harris’s appointment to the Board. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this Form8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
