Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
| (d) | Appointment of New Director |
On April 1, 2019, Godfrey Sullivan was appointed to the Board. Mr. Sullivan will serve as a director with a term of office expiring at the Company’s 2019 Annual Meeting of Stockholders.
Mr. Sullivan has served as a member of the board of directors of Splunk, Inc., an enterprise software company, since December 2011, including as Chairman of the board of directors from December 2011 until March 2019, and he previously served as President and Chief Executive Officer of Splunk, Inc. from September 2008 to November 2015. Prior to this, Mr. Sullivan was with Hyperion Solutions Corporation, a performance management software company acquired by Oracle Corporation, where he served in various executive roles, most recently as President and Chief Executive Officer from October 2001 to April 2007, and as a member of the board of directors from July 2004 until April 2007. Mr. Sullivan has served as a member of the board of directors of CrowdStrike, Inc., a cybersecurity technology company, since November 2017, and previously served as a member of the board of directors of Citrix Systems, Inc., an enterprise software company, from February 2005 to June 2018.
In accordance with the Company’s amended and restated Outside Director Compensation Policy, the terms of which will be described in the Company’s proxy statement for its 2019 Annual Meeting of Stockholders, Mr. Sullivan is eligible to participate in the Company’s standard compensation arrangements fornon-employee directors which consists of cash and equity compensation for service on the Board. Pursuant to the Outside Director Compensation Policy, as amended in 2019, Mr. Sullivan is entitled to $45,000 in annual cash compensation for service on the Board and an initial equity award of restricted stock units with a grant date fair market value of $245,000, pro rated for the portion of the annual period from June 1, 2018 through May 31, 2019 during which he will serve. Assuming Mr. Godfrey is elected to the Board at the 2019 Annual Meeting of Stockholders, he will also be eligible for an annual equity grant with a grant date fair value of $245,000 effective on June 1, 2019.
The Company has entered into its standard form of indemnification agreement with Mr. Sullivan, a copy of which is filed as Exhibit 10.3 of the Company’s Quarterly Report on Form10-Q for the quarter ended June 30, 2017. Other than the indemnification agreement described in the preceding sentence, Mr. Sullivan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no arrangements or understandings between Mr. Sullivan and any other persons pursuant to which Mr. Sullivan was appointed a director of the Company, and there are no family relationships between Mr. Sullivan and any director or executive officer of the Company.
A copy of the news release issued by the Company on April 3, 2019 announcing Mr. Sullivan’s appointment to the Board is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
