UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 2, 2020
SecureWorks Corp.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-37748 | | 27-0463349 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
One Concourse Parkway NE Suite 500 Atlanta, Georgia | | 30328 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (404) 327-6339
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, par value $0.01 per share | | SCWX | | The Nasdaq Stock Market LLC |
| | | | (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On May 2, 2020, Egon Durban, a director of SecureWorks Corp. (the “Company”) and a member of Class II of the Company’s Board of Directors (the “Board”), notified the Board that he will resign from the Board. Mr. Durban’s resignation will be effective May 7, 2020.
(d) On May 4, 2020, the Board, upon the recommendation of the Company’s Nominating and Governance Committee, elected Kyle Paster to the Board to fill the vacancy resulting from the resignation of Mr. Durban, effective May 7, 2020. Mr. Paster was elected to Class II of the Board with a term expiring at the annual meeting of the Company’s stockholders to be held in 2021.
Mr. Paster, age 33, is a Director of Silver Lake, a global private equity firm, where he has worked since July 2011. Previously, he worked in the Technology Investment Banking Group at Credit Suisse in San Francisco from July 2009 to June 2011. Mr. Paster currently serves on the board of directors of ServiceMax, Inc., a cloud-based field service management software company. Mr. Paster graduated from the Wharton School of the University of Pennsylvania, where he received a B.S. in Economics with dual concentrations in Finance and Entrepreneurship.
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 hereunto duly authorized.
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Date: May 4, 2020 | | | | SecureWorks Corp. |
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| | | | By: | | /s/ Paul M. Parrish |
| | | | | | Paul M. Parrish |
| | | | | | Chief Financial Officer |
| | | | | | (Duly Authorized Officer) |
