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): April 25, 2019 (April 24, 2019)
Emerald Expositions Events, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-38076 | | 42-1775077 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| 31910 Del Obispo Street Suite 200 San Juan Capistrano, California | | 92675 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (949) 226-5700
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-4c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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. ☒ |
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of New Director. On April 24, 2019, the board of directors (the “Board”) of Emerald Expositions Events, Inc. (the “Company”) elected Sally Shankland as an independent Class III Director effective that date. To accommodate Ms. Shankland’s election as a Class III Director, the Board increased the number of directors constituting the Board from seven to eight and the number of Class III Directors from two to three. It is expected that Ms. Shankland will stand for election by stockholders as a Class III Director at the Company’s 2020 annual meeting of stockholders. Ms. Shankland has not been appointed to any committees of the Board.
There are no related person transactions (or proposed related person transactions) with respect to Ms. Shankland reportable under Item 5.02(d) of Form 8-K and Item 404(a) of Regulation S-K since the beginning of the Company’s last fiscal year.
Ms. Shankland will receive, pro-rated as applicable, the same annual compensation as is paid to the Company’s other independent directors, which, in addition to any committee fees, includes a retainer of $50,000 in cash compensation and a single grant of restricted stock unit awards valued at $50,000, which vests in full on the earlier of: (i) one year from the date of grant (subject to such Board member’s continued service on the date of vesting) or (ii) on the date such Board member’s term expires and such Board member’s services to the Company terminate.
Ms. Shankland will also enter into the Company’s standard form of directors’ indemnification agreement with the Company, pursuant to which the Company agrees to indemnify its directors to the fullest extent permitted by applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement.
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: April 24, 2019 | | | | | | EMERALD EXPOSITIONS EVENTS, INC. |
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| | | | By: | | /s/ David Gosling |
| | | | | | David Gosling |
| | | | | | Senior Vice President, General Counsel and Secretary |
