UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: August 9, 2015
(Date of earliest event reported)
Imperva, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-35338 | 03-0460133 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
3400 Bridge Parkway, Suite 200 Redwood Shores, California | 94065 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(650)345-9000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
The Board of Directors (the “Board”) of Imperva, Inc. (“Imperva”) appointed Geraldine Elliott to the Board, effective August 9, 2015 upon Ms. Elliott’s acceptance of such appointment.
In connection with her appointment to the Board, Ms. Elliott received (1) an option to purchase shares of Imperva’s common stock equal to aBlack-Scholes value on the date of grant of $130,000 at an exercise price equal to the closing price of Imperva’s common stock on the New York Stock Exchange on the date of grant (the “Option”), and (2) restricted stock units with a number of shares equal to $130,000 divided by the closing price of Imperva’s common stock on the New York Stock Exchange on the date of grant (the “RSUs”). The date of grant will be August 14, 2015, the first Friday following Ms. Elliott’s acceptance of appointment to the Board. The Option and the RSUs will vest annually in equal installments over three years of service beginning on August 9, 2015. Upon a change in control of Imperva, the Option and the RSUs will vest in full. In addition, Ms. Elliott will receive an annual retainer of $40,000 for her service as a Board member. Ms. Elliott has not been appointed to a Board committee.
It is expected that Ms. Elliott will execute Imperva’s standard form of indemnification agreement. This agreement provides for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by Ms. Elliott in any action or proceeding to the fullest extent permitted by applicable law.
The foregoing descriptions are qualified in their entirety by the full text of the Offer Letter, effective August 9, 2015, between Imperva and Ms. Elliott, attached as Exhibit 10.1 to this Current Report onForm 8-K, and the form of Indemnification Agreement, which was filed as Exhibit 10.4 to Imperva’s Amendment No. 4 toForm S-1 Registration Statement filed on October 28, 2011, each of which exhibit is incorporated by reference herein.
A copy of the press release announcing Ms. Elliott’s appointment is attached as Exhibit 99.1 to this Current Report onForm 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Offer Letter, effective August 9, 2015, between Imperva, Inc. and Geraldine Elliott. | |
| 99.1 | Press release issued by Imperva, Inc., dated August 13, 2015. | |
SIGNATURES
Pursuant 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 thereunto duly authorized.
| Imperva, Inc. | ||
| By: | /s/ Terrence J. Schmid | |
| Terrence J. Schmid | ||
| Chief Financial Officer | ||
Date: August 13, 2015
EXHIBIT INDEX
Number | Description | |
| 10.1 | Offer Letter, effective August 9, 2015, between Imperva, Inc. and Geraldine Elliott. | |
| 99.1 | Press release issued by Imperva, Inc., dated August 13, 2015. | |