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): January 11, 2019
ServiceSource International, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-35108 | 81-0578975 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
717 17th Street, 5th Floor
Denver, Colorado 80202
(Address of principal executive offices, including zip code)
(720) 889-8500
(Registrants telephone number, including area code)
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)) |
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. |
On January 11, 2019, the Board of Directors (the Board) of ServiceSource International, Inc. (the Company or ServiceSource) increased the size of the Board from seven to eight and appointed John R. Ferron to the Companys Board, effective immediately. Mr. Ferrons term will expire at the Companys 2019 annual meeting of stockholders, and he will serve as a member of the Companys Audit Committee.
Mr. Ferron will receive cash compensation as a non-employee director in accordance with the Companys director compensation program as described in the Companys proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2018. In addition, he will receive an initial grant of 75,000 restricted stock units (RSUs) and an award of stock options to purchase up to 25,000 shares of the Companys common stock. Both the RSUs and the stock options will vest over two years, with 50% of each award vesting on each of the first and second anniversaries of the grant date. Vesting of the awards will be subject to Mr. Ferrons continued service with the Company through each relevant date. The Company also entered into an indemnification agreement with Mr. Ferron in the same form as the Companys standard form indemnification agreement with its other directors.
The Board determined that Mr. Ferron is an independent director as defined by Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), and by the rules of the Nasdaq Stock Market. There are no arrangements or understandings between Mr. Ferron and any other person pursuant to which he was selected as a director, nor are there any transactions, or proposed transactions, to which ServiceSource was or is to be a party and in which Mr. Ferron had or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K, nor are there any family relationships among Mr. Ferron and any other directors or officers of the Company.
Item 7.01 | Regulation FD Disclosure. |
On January 16, 2019, ServiceSource issued a press release announcing Mr. Ferrons appointment to the Board. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this Form 8-K and the exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press release dated January 16, 2019. |
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.
Date: January 16, 2019
SERVICESOURCE INTERNATIONAL, INC. | ||
By: | /s/ Patricia Elias | |
Name: | Patricia Elias | |
Title: | Executive Vice President, General Counsel |
Exhibit 99.1
ServiceSource Appoints Seasoned Technology Executive John R. Ferron to the Board of Directors
DENVERJan. 16, 2019 ServiceSource (NASDAQ: SREV), a global leader in outsourced inside sales, customer success and recurring revenue growth and retention solutions, today announced the appointment of John Ferron to its Board of Directors, where he will also serve as a member of the Companys Audit Committee.
Ferron is an accomplished and respected global executive, with more than 30 years of experience generating shareholder value at enterprise software and hardware companies. Throughout his career, Ferron has led corporate transformations and turnarounds by driving revenue growth acceleration, profitability expansion and operational efficiency enhancement.
John has a very impressive pedigree as an executive leader, corporate officer and board member with broad domain expertise and an operational mindset that will be particularly valuable to the ServiceSource Board and leadership team, said Bruce Dunlevie, ServiceSources lead independent director. On behalf of the Company, our stockholders and the Board, I am pleased to welcome John to ServiceSource and am excited for the many contributions he will bring.
As we undertook the process to bolster the Board with another independent director, it was important to find a seasoned operator who not only possessed relevant industry experience and relationships, but one who also had an extensive track record leading and supporting companies through periods of transformation, said Rob Ashe, Chair of ServiceSources Nominating & Governance Committee. Over the course of his career, John has demonstrated an ability to bridge strategy with tactical execution to enhance shareholder value. We look forward to the benefits his insight, experience and skillsets will contribute to the Company.
As an executive and advisor to many B2B technology companies and a former client of ServiceSource while CEO at Heat Software, I understand firsthand the value of ServiceSources solutions for improved customer acquisition, engagement, growth and retention, said Ferron. I appreciate the opportunity to serve on the ServiceSource Board at this important juncture in the Companys transformation and I look forward to supporting the executive leadership team with its strategy and key initiatives.
About John Ferron
Ferron is an executive leader, board member, and operating advisor with more than 30 years of experience in the technology industry, including IT and security-related infrastructure software, semiconductors, computing & storage and video conferencing. Ferron has served as CEO and board member since July 2018 for Resolve Systems, an enterprise-wide automation and orchestration platform for IT, network and security incident resolution and a portfolio company of Insight Venture Partners. Previous to Resolve, Ferron spent more than a decade as an operating advisor with Clearlake Capital Group, L.P., a leading private investment firm, where Ferron served as an executive for several Clearlake portfolio companies, including as Executive Chairman at Ivanti (an IT service management software vendor formed by the $1.6 billion merger of LANDesk and Heat Software, where Ferron served as CEO), President & CEO at Netmotion Software (a mobile performance management software vendor sold to Carlyle Group in 2016), and President & CEO of Purple Communications (a leading technology-enabled professional interpreting and communication assistance services provider formed by the merger of five companies under Ferrons leadership). Earlier in his career, Ferron spent more than 15 years in senior finance leadership roles at companies including Kinetics Holding Corporation, Compaq Computer, and Science Applications International Corporation.
In addition to ServiceSource, Ferron also serves on the board of directors for Resolve Systems, Ivanti, and Provation Medical.
Ferron holds a Master of Science in Tax and Financial Planning from San Diego State University and a Bachelor of Science in Business Management from Northern Arizona University.
About ServiceSource
ServiceSource International, Inc. (NASDAQ:SREV) helps the worlds leading brands grow closer to their customers. As a global leader in outsourced inside sales, customer success and recurring revenue growth and retention solutions, ServiceSource expands customer lifetime value by helping companies to more efficiently and effectively find, convert, grow and retain their B2B customer relationships. Trusted by global market leaders in the cloud/XaaS, software, technology hardware, medical device & diagnostic equipment and industrial IoT sectors, ServiceSource sells, manages or renews $9 billion of revenue annually on behalf of its clients. Leveraging a robust technology suite, predictive data models and more than 3,000 revenue delivery professionals speaking 45 languages, only ServiceSource brings to market nearly 20 years of expertise and the ability to drive recurring revenue growth to more than 170 countries. To learn more, visit www.servicesource.com.
Connect with ServiceSource:
http://www.facebook.com/ServiceSource
http://twitter.com/servicesource
http://www.linkedin.com/company/servicesource
http://www.youtube.com/user/ServiceSourceMKTG
Trademarks
ServiceSource®, and any ServiceSource product or service names or logos above are trademarks of ServiceSource International, Inc. All other trademarks used herein belong to their respective owners.
Contacts
Investor Relations Contact for ServiceSource
Chad Lyne, 720-889-8784
clyne@servicesource.com
or
Media Contact for ServiceSource
Nick Herff, 815-861-8864
nherff@servicesource.com