UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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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 October 3, 2019, Envestnet, Inc. (“Envestnet”) announced that Jud Bergman, Chairman and Chief Executive Officer of Envestnet, died in an automobile accident. Mr. Bergman’s wife, Mary Miller, also died in the accident. Envestnet would like to offer sincere condolences to the families of Mr. Bergman and Ms. Miller.
Bill Crager, President of Envestnet and Chief Executive of Envestnet Wealth Solutions, has been named Envestnet’s Interim Chief Executive Officer. Mr. Crager has served as President of Envestnet since 2002.
There were no arrangements or understandings between Mr. Crager and any other person pursuant to which Mr. Crager was selected as an officer. Mr. Crager does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ross Chapin, the Lead Independent Director of Envestnet’s Board of Directors has been named the Interim Chairman of Envestnet’s Board of Directors.
| Item 8.01 | Other Events. |
On October 3, 2019, Envestnet issued a press release announcing the matters disclosed above under Item 5.02. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 |
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| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
| ENVESTNET, INC. | ||
| By: |
/s/ Peter D’Arrigo | |
| Name: |
Peter D’Arrigo | |
| Title: |
Chief Financial Officer | |
Date: October 4, 2019
Exhibit 99.1
Envestnet Shares News of Sudden Passing of CEO Jud Bergman
Bill Crager Appointed Interim CEO
CHICAGO, IL. – October 3, 2019 – Envestnet, Inc. (NYSE: ENV) today issued the following statement: “It is with immeasurable sadness that we share the news that Judson Bergman, our Chairman and Chief Executive Officer, passed away today in San Francisco, CA in an automobile accident. Mr. Bergman’s wife, Mary Miller, also sadly perished in this tragedy. On behalf of our Board of Directors, management team and employees, we extend our deepest sympathies to Jud and Mary’s family. As Envestnet’s founder, Jud was a remarkable leader whose vision, brilliance and drive built the foundation for Envestnet’s success.”
The Board of Directors implemented the company’s emergency succession plan and has appointed Bill Crager, President of Envestnet and Chief Executive of Envestnet Wealth Solutions, as Interim Chief Executive Officer. Mr. Crager has served as President of Envestnet since 2002. The Board of Directors also appointed Ross Chapin, the Lead Independent Director of Envestnet’s Board of Directors as Interim Chairman of Envestnet’s Board of Directors.
“We have all experienced a great loss at Envestnet,” stated Chapin. “While it is difficult to imagine anyone replacing Jud’s vision and presence, we have the utmost confidence in the ability of his colleague, co-founder and dear friend, Bill Crager, to carry on in Jud’s place. Bill and Jud worked closely over the last 20 years and have built a resilient team that will see us through these dark days. Jud was a giant as a businessman and human being. We will miss him immensely.”
About Envestnet
Envestnet, Inc. (NYSE: ENV) is a leading provider of intelligent systems for wealth management and financial wellness. Envestnet’s unified technology empowers enterprises and advisors to more fully understand their clients and deliver actionable intelligence that drives better outcomes and improves lives.
Cautionary Statement Regarding Forward-Looking Statements
The forward-looking statements made in this press release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and the Company’s actual results could differ materially from the results expressed or implied by such forward-looking statements. The potential risks, uncertainties and other factors that could cause actual results to differ from those expressed by the forward-looking statements in this press release include, but are not limited to, the possibility that the anticipated benefits of the Company’s acquisitions of FolioDynamix and PIEtech, Inc. will not be realized to the extent or when expected, difficulty in sustaining rapid revenue growth, which may place significant demands on the Company’s administrative, operational and financial resources, the concentration of nearly all of our revenues from the delivery of our solutions and services to
clients in the financial services industry, our reliance on a limited number of clients for a material portion of our revenues, the renegotiation of fee percentages or termination of our services by our clients, our ability to identify potential acquisition candidates, complete acquisitions and successfully integrate acquired companies, the impact of market and economic conditions on revenues, our inability to successfully execute the conversion of clients’ assets from their technology platform to our technology platforms in a timely and accurate manner, our ability to expand our relationships with existing customers, grow the number of customers and derive revenue from new offerings such as our data analytics solutions and market research services and premium financial applications, compliance failures, adverse judicial or regulatory proceedings against us, liabilities associated with potential, perceived or actual breaches of fiduciary duties and/or conflicts of interest, changes in laws and regulations, including tax laws and regulations, general economic conditions, political and regulatory conditions, the impact of fluctuations in market condition and interest rates on the demand for our products and services and the value of assets under management or administration, the impact of market conditions on our ability to issue debt and equity, the impact of fluctuations in interest rates on our cost of borrowing, our financial performance, the results of our investments in research and development, our data center and other infrastructure, our ability to maintain the security and integrity of our systems and facilities and to maintain the privacy of personal information, failure of our systems to work properly, our ability to realize operating efficiencies, the advantages of our solutions as compared to those of others, the failure to protect our intellectual property rights, our ability to establish and maintain intellectual property rights, our ability to retain and hire necessary employees and appropriately staff our operations and management’s response to these factors. More information regarding these and other risks, uncertainties and factors is contained in the Company’s filings with the Securities and Exchange Commission (“SEC”) which are available on the SEC’s website at www.sec.gov or the Company’s Investor Relations website at http://ir.envestnet.com/. You are cautioned not to unduly rely on these forward-looking statements, which speak only as of the date of this press release. All information in this press release and its attachments is as of October 3, 2019 and, unless required by law, the Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to report the occurrence of unanticipated events.
| Contacts | ||||
| Investors | Media | |||
| investor.relations@envestnet.com | mediarelations@envestnet.com | |||
| (312) 827-3940 | ||||
Document and Entity Information |
Oct. 03, 2019 |
|---|---|
| Cover [Abstract] | |
| Document Period End Date | Oct. 03, 2019 |
| Amendment Flag | false |
| Entity Central Index Key | 0001337619 |
| Document Type | 8-K |
| Entity Registrant Name | ENVESTNET, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-34835 |
| Entity Tax Identification Number | 20-1409613 |
| Entity Address, Address Line One | 35 East Wacker Drive |
| Entity Address, Address Line Two | Suite 2400 |
| Entity Address, City or Town | Chicago |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60601 |
| City Area Code | (312) |
| Local Phone Number | 827-2800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.005 per share |
| Trading Symbol | ENV |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |