0001193125-17-337220.txt : 20171108 0001193125-17-337220.hdr.sgml : 20171108 20171108160459 ACCESSION NUMBER: 0001193125-17-337220 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171108 FILED AS OF DATE: 20171108 DATE AS OF CHANGE: 20171108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mimecast Ltd CENTRAL INDEX KEY: 0001644675 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37637 FILM NUMBER: 171186587 BUSINESS ADDRESS: STREET 1: ONE ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9AW BUSINESS PHONE: 44(0)2078478700 MAIL ADDRESS: STREET 1: ONE ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9AW 6-K 1 d488126d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

November 8, 2017

 

 

MIMECAST LIMITED

 

 

CityPoint, One Ropemaker Street, Moorgate

London EC2Y 9AW

United Kingdom

Tel: +44 0207 847 8700

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 

ELECTION OF DIRECTOR

The Board of Directors (the “Board”) of Mimecast Limited, a company organized under the laws of the Bailiwick of Jersey (the “Company”), has elected Geraldine T. Elliott to serve as a Class II director of the Company for a term that runs from November 2, 2017 until the annual general meeting of shareholders of the Company to be held in 2020, and thereafter until her successor is duly elected and qualified. In order to accommodate Ms. Elliott’s election, the Board increased the number of directors constituting the Board from seven to eight. The Board also appointed Ms. Elliott to serve as a member of the Board’s Compensation Committee.

Ms. Elliott is the former Executive Vice President, Strategic Advisor of Juniper Networks, Inc., a producer of high-performance networking equipment. She began her employment with Juniper Networks in 2009 and held positions of increasing responsibility until her retirement in 2014, including Executive Vice President and Chief Customer Officer, and Executive Vice President and Chief Sales Officer. Before joining Juniper Networks, Ms. Elliott was at Microsoft Corporation, where she was Corporate Vice President, Worldwide Public Sector, from 2004 to 2009. Prior to joining Microsoft Corporation, Ms. Elliott spent 22 years at IBM Corporation, where she held several senior executive positions in the United States and internationally. She is the founder of Broadrooms.com, a website focused on executive women who serve or want to serve on corporate boards. Ms. Elliott is a director of Whirlpool Corporation, Imperva, Inc., and Marvell Technology Group Ltd. Ms. Elliott has a bachelor’s degree from New York University.

Ms. Elliott was recommended to the Board by the Nominating and Corporate Governance Committee, in accordance with the provisions of its charter. There are no arrangements or understandings between Ms. Elliott and any other person pursuant to which she was elected as a director. There are no transactions in which Ms. Elliott has an interest requiring disclosure under Item 404(a) of Regulation S-K as promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended. The Board has determined that Ms. Elliott will qualify as “independent” under the guidelines promulgated by the Nasdaq Stock Market, Inc. and the applicable SEC rules.

In accordance with the Company’s non-employee director compensation policy (the “Compensation Policy”), Ms. Elliott will receive an annual retainer of $50,000 for service as a director and reimbursement for out-of-pocket expenses incurred in connection with attending Board meetings. In addition, in accordance with the Compensation Policy, the Board granted Ms. Elliott a restricted stock unit (“RSU”) award for 6,499 shares. The RSU award will vest in annual installments over a three-year period, subject to Ms. Elliott’s continued service as a director. Under the Compensation Policy, Ms. Elliott will be required to retain at least 50% of the ordinary shares underlying the RSU award while she remains a member of the Board.

The full text of the press release issued by the Company on November 8, 2017, in connection with Ms. Elliott’s election as a director of the Company is filed as Exhibit 99.1 to this Report on Form 6-K.

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, thereunto duly authorized.

 

    MIMECAST LIMITED
Date: November 8, 2017     By:   /s/ Robert P. Nault
      Robert P. Nault
      Senior Vice President and General Counsel

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Press release entitled “Mimecast Welcomes Gerri Elliott to Board of Directors,” issued by the Company on November 8, 2017.
 EX-99.1 2 d488126dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Mimecast Welcomes Gerri Elliott to Board of Directors

Watertown, MA – November 8, 2017 – Mimecast Limited (NASDAQ: MIME), a leading email and data security company, today announced Geraldine (Gerri) Elliott has joined its Board of Directors. Gerri Elliott is the former Chief Customer Officer of Juniper Networks and founder of Broadrooms.com, a website focused on executive women who serve or want to serve on corporate boards, and she also sits on the board for several public companies including Whirlpool, Marvell Technologies and Imperva.

“Gerri brings a wealth of experience driving the strategic and operational direction of companies worldwide,” said Peter Bauer, CEO & Chairman, Mimecast. “We appreciate her readiness to serve and are excited for her to join our Board.”

Elliott has championed diversity throughout a long career in corporate leadership, helping women get on boards is all about broadening and enriching the conversations in the boardroom by bringing new voices and ideas to the foreground. In addition to being an independent director on the boards of Whirlpool, Marvell Technologies and Imperva, Elliott also serves on the advisory board of BoardList, a Silicon Valley effort to increase the diversity of technology boards. She is formerly Executive Vice President, Chief Customer Officer for Juniper Networks, and Corporate Vice President, Worldwide Public Sector, Microsoft.

As an independent director on the boards of public companies, Elliott is also known as an enterprise go-to-market expert in technology companies given her three-decade executive history with Juniper, Microsoft and IBM. She has deep expertise in leading sales, services, support, marketing, strategic alliances and channel teams globally.

About Mimecast

Mimecast (NASDAQ: MIME) makes business email and data safer for 28,200 customers and their millions of employees worldwide. Founded in 2003, the company’s next-generation cloud-based security, archiving and continuity services protect email and deliver comprehensive email risk management.

Mimecast Social Media Resources

LinkedIn: Mimecast

Facebook: Mimecast

Twitter: @Mimecast

Blog: Challenging Complexity

Press Contact

Alison Raymond Walsh

Press@Mimecast.com

617-393-7126

Investor Contact

Robert Sanders

Investors@Mimecast.com

617-393-7074