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
April
2, 2018
Date
of Report (Date of earliest event reported)
MONOTYPE IMAGING HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
001-33612 |
20-3289482 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
|
600 Unicorn Park Drive |
|
(Address of Principal Executive Offices, including Zip Code) |
Registrant’s
telephone number, including area code: (781) 970-6000
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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))
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.
Board Expansion
On April 2, 2018, the Board of Directors (the “Board”) of Monotype Imaging Holdings Inc. (the “Company”) voted to increase the size of the Board to ten members and elected each of Denise F. Warren and Eileen A. Campbell to its Board.
Ms. Warren will serve as a Class I Director of the Company until the Company’s 2019 annual meeting of stockholders or until her earlier resignation, death or removal and Ms. Campbell will serve as a Class II director until the Company’s 2020 annual meeting of stockholders or until her earlier resignation, death or removal. Effective following the Company’s 2018 annual meeting of stockholders, Ms. Warren will serve on the Audit Committee of the Board and Ms. Campbell will serve on the Management Development and Compensation Committee of the Board.
In connection with the appointment of each of Ms. Warren and Ms. Campbell as a non-employee director, Ms. Warren and Ms. Campbell will each receive a grant of restricted stock with an approximate dollar value equal to one and a half times the annual cash retainer paid to each of Ms. Warren and Ms. Campbell, respectively, as members of the Board, which will vest in equal quarterly installments over the next four years. In addition, Ms. Warren and Ms. Campbell will be entitled to all other regular compensation paid to the Company’s non-employee directors, as detailed in the Company’s Proxy Statement for its 2018 annual meeting of stockholders. The Company has also entered into indemnification agreements with each of Ms. Warren and Ms. Campbell in substantially the same form entered into with the other members of the Company’s Board.
There are no family relationships between either of Ms. Warren or Ms. Campbell and any director or executive officer of the Company, and neither of Ms. Warren nor Ms. Campbell has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Director Resignation
On April 2, 2018, each of Robert L. Lentz and Douglas J. Shaw notified the Company of his resignation from the Board of the Company, effective immediately, following the Company’s 2018 annual meeting of stockholders. Neither Mr. Lentz’s nor Mr. Shaw’s resignation is due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On April 4, 2018, the Company issued a press release announcing the appointment of Mses. Warren and Campbell to the Board and the resignation of Messrs. Lentz and Shaw from the Board. A copy of the press release is attached hereto as Exhibit 99.1.
The information included on this Form 8-K pursuant to Item 7.01 (including 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 liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company 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
The Company hereby furnishes the following exhibit:
99.1 Press release, dated as of April 4, 2018, of Monotype Imaging Holdings Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
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MONOTYPE IMAGING HOLDINGS INC. |
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April 4, 2018 |
By: |
/s/ Anthony Callini |
|
Anthony Callini |
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Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
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Exhibit 99.1
Monotype Appoints New Board Members, Names New Chair
Appoints Marketing and Digital Industry Experts Eileen Campbell and Denise Warren as New Directors
Names Pamela Lenehan Chair of the Board
WOBURN, Mass.--(BUSINESS WIRE)--April 4, 2018--Monotype (Nasdaq: TYPE) today announced that the company has appointed Eileen Campbell and Denise Warren as new independent directors, effective immediately. Additionally, Pamela Lenehan will be named Chair of the Board, replacing Robert Lentz, who has resigned from the Board and will step down as Chair, effective following the Company’s 2018 Annual Meeting of Stockholders. Doug Shaw, a director since 2004, has also resigned from the Board, effective following the Company’s Annual Meeting of Stockholders.
New Appointments: Eileen Campbell and Denise Warren
Eileen
Campbell has a long history of leadership in marketing and research. She
most recently served as chief marketing officer for IMAX Corporation,
where she led the company’s marketing interactions with leading
Hollywood studios. During her tenure, IMAX’s revenue grew significantly
faster than overall cinema industry growth. Prior to IMAX, Campbell
served as Global CEO of Millward Brown. In addition to leading
Womintuition, an umbrella for her consulting and other business
interests, she is also a member of the board of advisors for Reimagine
Holdings Group. She holds a bachelor’s of science, cum laude, in
economics and business administration from Heidelberg University.
Denise Warren is an expert in media, digital media, marketing and digital and transformational change. She’s currently CEO and founder of Netlyst LLC, a consulting and advisory practice. Previously, she served as President of Digital and CEO of East Coast Publishing for Tribune Publishing (now tronc) and spent 26 years in numerous executive positions at The New York Times Company, where she led the execution of its successful paid digital subscription model. Warren currently serves on the board of directors for Electronic Arts. She holds bachelor and management degrees from Tulane University, and an MBA in communications and media management from Fordham University.
“We’re thrilled to welcome Eileen and Denise to the Monotype board, as they both bring extensive experience that aligns with our goal of serving the design and marketing needs of the world’s largest brands,” said Scott Landers, president and CEO of Monotype. “We’re confident that their collective experience will lead us to consider new ways of looking at our business from the customers’ perspective.”
Pamela Lenehan Named New Chair
Pamela Lenehan will be
appointed Monotype’s Chair of the Board, effective immediately following
the Company’s 2018 Annual Meeting of Stockholders. In addition to
Monotype, Pamela is a director of two other publicly-traded companies.
She has served as a Class III independent director at Monotype since
2006, as chair of the management development and compensation committee,
as well as a member of the audit committee. Lenehan holds an Executive
Masters Professional Director Certification, Silver Level, from the
American College of Corporate Directors, a bachelor of arts in
mathematical economics from Brown University and a master of arts in
economics from Brown University.
“As we continue our focus on growth and margin expansion, Pam was the obvious choice to lead the board of directors. Her deep understanding of financial systems and markets, combined with her extensive board experience, make her the ideal chair for Monotype,” said Landers.
“Bob has been a member of our board for 10 years and has served as chairman since 2014. Doug, one of the company’s co-founders, has served on the board since 2004. Both have had a significant impact on Monotype,” continued Landers. “On behalf of the board of directors and management team, I want to thank both Bob and Doug for their leadership, guidance and counsel over the past several years.”
Forward-looking statements
This press release may contain
forward-looking statements including those related to the expected
contributions of Ms. Warren and Ms. Campbell to Monotype’s board of
directors and the reelection of Ms. Lenehan to Monotype’s board of
directors that involve risks and uncertainties that could cause the
company’s actual results to differ materially. Additional disclosure
regarding these and other risks faced by the company is available in the
company’s public filings with the Securities and Exchange Commission,
including the risk factors included in the company’s Annual Report on
Form 10-K for the year ended December 31, 2017 and subsequent filings.
While the company may elect to update forward-looking statements at some
point in the future, the company specifically disclaims any obligation
to do so, even if an estimate changes.
About Monotype
Monotype provides the design assets, technology
and expertise that help create beautiful, authentic and impactful brands
that customers will engage with and value, wherever they experience the
brand, now and in the future. Further information is available at www.monotype.com.
Follow Monotype on Twitter, Instagram and LinkedIn.
Monotype is a trademark of Monotype Imaging Inc. registered in the U.S. Patent and Trademark Office and may be registered in certain jurisdictions. ©2018 Monotype Imaging Holdings Inc. All rights reserved.
CONTACT:
Monotype
Investor Relations:
Chris Brooks, 781-970-6120
ir@monotype.com
or
Public
Relations:
Andy Rodger
andy.rodger@monotype.com