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): October 8, 2018
Pivotal Software, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38460 |
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94-3094578 |
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(State or other jurisdiction of incorporation or |
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(Commission File No.) |
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(I.R.S. employer identification number) |
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875 Howard Street, Fifth Floor |
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94103 |
(Registrant’s telephone number, including area code): (415) 777-4868
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Not Applicable |
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(Former name or former address, if changed since last report) |
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 x
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. x
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On October 8, the Board of Directors (the “Board”) of Pivotal Software, Inc. (the “Company”) appointed Madelyn J. Lankton as an independent director to fill the vacancy in the Group II and Class II director groups created by the resignation of Mr. Khozema Shipchandler on September 6, 2018 as previously disclosed, effective immediately. Ms. Lankton’s term will expire with the other Class II directors at the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”) at which time Ms. Lankton will stand for election by the Company’s stockholders at the Annual Meeting. The Board has also appointed Ms. Lankton to the Audit Committee of the Board, replacing Marcy Klevorn who has resigned from the Audit Committee.
The Board has determined that Ms. Lankton is an independent director under The New York Stock Exchange (“NYSE”) listing standards, including the listing standards applicable to audit committee members, and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.
Ms. Lankton will receive compensation for her services in accordance with the Company’s director compensation policy applicable to non-employee directors. Under that policy, Ms. Lankton will receive: (1) annual cash retainers for service as a Board member in the amount of $35,000 and for service as an Audit Committee member in the amount of $10,000, each payable annually in arrears and prorated for Ms. Lankton’s initial year of service, and (2) equity-based compensation in the form of restricted stock units with respect to shares of Class A common stock granted pursuant to the Company’s 2018 Equity Incentive Plan, including (a) an initial grant on her appointment to the Board of restricted stock units in the amount of $300,000 based on the value of the shares of the Class A common stock, vesting in equal annual installments over three years, and (b) an annual grant to be made on or about the date of the Company’s annual stockholder meeting in the amount of $200,000, vesting after one year. Ms. Lankton will also be reimbursed, in accordance with the director compensation policy, for her reasonable expenses incurred in attending meetings of the Board or the Audit Committee. In connection with her appointment to the Board, Ms. Lankton will enter into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Ms. Lankton and any other person pursuant to which she was selected as a director. The Company is not aware of any transaction in which Ms. Lankton has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On October 9, 2018, the Company issued a press release announcing Ms. Lankton’s appointment to the Board. A copy of the release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following document is furnished as an exhibit to this report:
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Exhibit |
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Exhibit Description |
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99.1 |
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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.
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Pivotal Software, Inc. | |
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Date: October 9, 2018 |
By: |
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/s/ Andrew M. Cohen |
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Andrew M. Cohen |
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Senior Vice President and General Counsel |
Pivotal Appoints Madelyn Lankton to its Board of Directors
October 9, 2018
SAN FRANCISCO — (BUSINESS WIRE) — Pivotal Software, Inc. (NYSE: PVTL), a leading cloud-native platform provider, today announced the appointment of Madelyn Lankton to its board of directors.
“We are delighted to welcome Madelyn to Pivotal’s board of directors,” said Rob Mee, CEO of Pivotal Software. “Madelyn has a proven track record of driving innovation and technological transformation across complex organizations. Her deep expertise and strategic orientation will strengthen and enrich our board. As we continue our growth, she’ll be a tremendous asset to Pivotal.”
“Every enterprise is on a journey to rethink how they use technology to deliver better customer experiences and Pivotal is uniquely positioned to help these organizations achieve their goals,” said Madelyn Lankton. “Having been a Pivotal champion while at Travelers, I experienced firsthand the impact that Pivotal Cloud Foundry and Pivotal Labs can have. I’m thrilled to lend my expertise to help solve the massive transformation challenge within enterprises that Pivotal is addressing.”
Ms. Lankton is a seasoned Chief Information Officer with three decades of experience managing both employee- and customer-facing technologies. For the past eight years, she has been with The Travelers Companies, serving on its Management Committee and Operating Committee. In addition to holding a number of technology and operational leadership roles at Travelers, she initiated a Women’s Mentoring Forum for high potential women within the information technology industry and in 2008, she was recognized with a “Women in Insurance Leadership Award” from Insurance Networking News.
About Pivotal Software, Inc.
Pivotal combines our cloud-native platform, developer tools, and unique methodology to help the world’s largest companies transform the way they build and run their most important software applications. Our technology is used by Global 2000 companies to achieve strategic advantages in software development and IT operations. Learn more at pivotal.io.
Source: Pivotal Investor Relations
Pivotal Software
Investor Contact:
Helyn Corcos
hcorcos@pivotal.io
or
Media Contact:
press@pivotal.io
Source: Pivotal Software, Inc.
©2018 Pivotal Software, Inc. All rights reserved. Pivotal is a trademark and/or registered trademark of Pivotal Software, Inc. in the United States and/or other countries.