8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2019

EXELA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36788	47-1347291
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

2701 E. Grauwyler Rd.
Irving, TX	75061
(Address of principal executive offices)	(Zip Code)

Company’s telephone number, including area code: (214) 740-6500

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, Par Value $0.0001 per share	XELA	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

¨  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 December 2, 2019, the Board of Directors (the “Board”) of Exela Technologies, Inc. (the “Company”), elected J. Coley Clark as a Class A director of the Company effective December 2, 2019 to serve until the 2021 Annual Meeting of Stockholders of the Company. Mr. Clark will stand for election at the 2021 Annual Meeting for a three-year term. Beginning January 1, 2020, Mr. Clark will serve on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee of the Board, including serving as Chair of the Compensation Committee.

Mr. Clark will be compensated on the same basis as all other non-management directors of the Company, as described under “Director Remuneration” in the Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 30, 2019, except the equity grants, which shall be considered at the next regularly scheduled meeting of the Board. Mr. Clark will receive a pro rata share of the annual director compensation for the 2019 calendar year.

There are no arrangements or understandings pursuant to which Mr. Clark was elected as a director, and there are no related party transactions between the Company and Mr. Clark reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on December 5, 2019 announcing the appointment of Mr. Clark. A copy of this press release is included as Exhibit 99.1 to this Form 8-K. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Exela Technologies, Inc. issued on December 5, 2019.

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.

Dated: December 5, 2019

Exela Technologies, Inc.
By:	/s/ Erik L. Mengwall
	Erik L. Mengwall
	Secretary

2

EX-99.1

Exhibit 99.1

 

Exela Technologies, Inc.
Announces Appointment of J. Coley Clark
to Board of Directors

IRVING, Texas, December 5, 2019 – Exela Technologies, Inc. (“Exela”) (NASDAQ: XELA), a location-agnostic global business process automation (BPA) leader across numerous industries, announced that effective December 2, 2019, J. Coley Clark was appointed to Exela’s board of directors.

“Coley’s experience on public company boards and committees, his more than 30 years of experience in the financial industry, including at Electronic Data Systems (EDS) and BancTec, equip him well to step in and provide immediate value to Exela’s board of directors,” said Par Chadha, Chairman of the Board of Exela. “We look forward to leveraging his expertise, and his insights and industry knowledge will be a welcome addition to our team.”

“I am honored to join the board directors at Exela, and I look forward to offering my perspective and experience to help Exela achieve its strategic goals,” said Clark. “My prior service on public company boards and committees offers me a broad perspective on various governance and other matters.”

Mr. Clark currently serves on the board of directors of Moneygram International, Inc., and is the retired Chief Executive Officer and Chairman of the Board of BancTec, Inc., a global provider of document and payment processing solutions. Mr. Clark retired from EDS, an outsourcing services company that was acquired by Hewlett-Packard in 2008, as Senior Vice President and head of the Financial and Transportation Industry Group. Starting at EDS in 1971 in the Systems Engineering Development Program, he progressed through a variety of roles. In addition, Mr. Clark served three years in the U.S. Army, attaining the rank of Captain, and served as a company commander in Europe and Southeast Asia. Mr. Clark has a degree in sociology from the University Texas, Austin.

About Us
Exela is a business process automation (BPA) leader, leveraging a global footprint and proprietary technology to provide digital transformation solutions enhancing quality, productivity, and end-user experience. With decades of expertise operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune® 100. With foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry department solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and public sectors. Through cloud-enabled platforms, built on a configurable stack of automation modules, and over 22,000 employees operating in 23 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.

Forward-Looking Statements: Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding our industry, future events, the estimated or anticipated future results and benefits of the Business Combination, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Exela management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties, including without limitation those discussed under the heading “Risk Factors” in Exela’s most recently filed Annual Report on Form-10-K filed with the Securities and Exchange Commission. In addition, forward-looking statements provide Exela’s expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates that subsequent events and developments will cause Exela’s assessments to change. These forward-looking statements should not be relied upon as representing Exela’s assessments as of any date subsequent to the date of this press release.

Find out more at www.exelatech.com

Follow Exela on LinkedIn https://www.linkedin.com/company/exela-technologies/

Follow Exela on Twitter: https://twitter.com/exelatech

Media Contact: Kevin McLaughlin

T: 646-277-1234

E: kevin.mclaughlin@icrinc.com

Investor Contact: William Maina

E: IR@exelatech.com

T: 646-277-1236