Item 5.02.Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On August 22, 2019, the Board of Directors (the “Board”) of Talend S.A. (the “Company”) adopted amendments to the 2017 Employee Stock Purchase Plan (as amended, the “Amended and Restated 2017 ESPP”).
The amendments reflect that, pursuant to a delegation of authority to the Board granted by shareholders at the Annual Combined General Meeting of shareholders on June 25, 2019, the aggregate maximum number of shares reserved for issuance under the Amended and Restated 2017 ESPP is 679,484 ordinary shares, par value €0.08 per share, each represented by one American Depositary Share (“ADS”), which consist of: (x) 571,000 ordinary shares (represented by ADSs) issuable from June 25, 2019 through and including December 25, 2020; and (y) the past issuance of 108,484 ordinary shares (represented by ADSs) under the Amended and Restated 2017 ESPP prior to June 25, 2019.
The summary of the Amended and Restated 2017 ESPP is qualified in its entirety by reference to the full text of the Amended and Restated 2017 ESPP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On August 22, 2019, the Board approved an update to Article 6 of the Company’s By-laws, effective immediately, solely to reflect an adjustment in the Company’s share capital as a result of shares issued upon completion of an offering purchase period under the Amended and Restated 2017 ESPP.
The foregoing description is qualified in its entirety by reference to the full text of the By-laws, the English translation of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
