UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
November 3, 2021
Date of Report (Date of earliest event reported)
N-able, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40297 | 85-4069861 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
301 Edgewater Dr
Suite 306
Wakefield, Massachusetts 01880
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 328-6490
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 (see General Instruction A.2. below):
| ☐ | 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:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| Common Stock, $0.001 par value | NABL | New York Stock Exchange | ||||||
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 Principal Officers; Election of Directors; Appointment of Principal Officers. | ||||
(d) Election of Director
On November 3, 2021, the Board of Directors (the “Board”) of N-Able, Inc. (“N-able”) increased the number of directors constituting the Board and elected Ann Johnson to serve as an independent director of N-able as a Class III director to fill such vacancy, with an initial term expiring at N-able’s 2024 Annual Meeting of Stockholders, and appointed Ms. Johnson as a member of the newly-formed Cybersecurity Committee of the Board of Directors. There are no arrangements or understandings between Ms. Johnson and any other persons pursuant to which she was appointed as a director of the Company, and Ms. Johnson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Johnson will be entitled to receive the standard compensation for non-employee directors of N-able, as described below, including retainer fees for Board and committee service and restricted stock unit grants, with compensation for her initial term pro-rated for her partial year of service. Ms. Johnson will be party to N-able’s standard form of director indemnification agreement.
A copy of the press release, issued on November 4, 2021, announcing the election of Ms. Johnson is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information in Exhibit 99.1 shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Non-Employee Director Compensation Policy
In connection with the formation of the Cybersecurity Committee, on November 3, 2021, the Board approved an Amended and Restated Director Compensation Policy for all non-employee directors to add compensation for the chair and members of the new committee. Under the Amended and Restated Director Compensation Policy, the Chair of the Cybersecurity Committee will receive an annual retainer of $8,000 and each other member will receive an annual retainer of $4,000. No other changes were made to the non-employee director compensation policy previously described under the heading “Director Compensation” in N-able’s information statement, dated July 12, 2021, which was furnished as Exhibit 99.3 to N-able’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2021 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
The exhibits listed on the Exhibit Index immediately preceding such exhibits are furnished as part of this Current Report on Form 8-K.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURE
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.
| N-able, Inc. | |||||||||||
| Dated: | November 4, 2021 | By: | /s/ John Pagliuca | ||||||||
| John Pagliuca | |||||||||||
| President and Chief Executive Officer | |||||||||||