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
Donnelley Financial Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37728 | 36-4829638 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 35 West Wacker Drive, Chicago, Illinois |
60601 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(844) 866-4337
(Registrant’s Telephone Number, Including Area Code)
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:
| ☐ | 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. |
(b) On October 8, 2018, Oliver Sockwell retired as a director of Donnelley Financial Solutions, Inc. (the “Company”), effective on such date.
(d) On October 11, 2018, the Board appointed Juliet Ellis as a director of the Company to fill the vacancy created upon the retirement of Mr. Sockwell, and to serve until the Company’s 2019 annual meeting of stockholders or until her successor is elected and qualified. Ms. Ellis will serve on the Company’s Audit Committee. Previously, on October 8, 2018, the Board also appointed Richard Crandall, an independent director and chairman of the Board, to serve on the Company’s Audit Committee.
In connection with Ms. Ellis’s appointment, and pursuant to the Company’s Non-Employee Director Compensation Plan (the “Director Plan”), Ms. Ellis will be granted a prorated portion the annual cash retainer equaling $49,315.07 and a prorated portion of the annual equity retainer equaling $73,972.60, as specified in the Director Plan.
The Company has not entered into any transactions with Ms. Ellis identified in Item 404(a) of Regulation S-K and she will not be employed by the Company. Ms. Ellis was not elected pursuant to an arrangement or understanding between her and any other person.
A copy of the Company’s press release relating to the changes described in this Item 5.02 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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 under that Section and shall not be deemed to be incorporated by reference into this Item 5.02 or into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release of the Company, dated October 11, 2018. |
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.
| DONNELLEY FINANCIAL SOLUTIONS, INC. | ||||||
| Date: October 11, 2018 | By: | /s/ Jennifer B. Reiners | ||||
| Name: Jennifer B. Reiners | ||||||
| Title: Executive Vice President, General Counsel & Chief Compliance Officer | ||||||
Exhibit 99.1
Donnelley Financial Solutions Appoints Juliet S. Ellis to Board of Directors
CHICAGO—(BUSINESS WIRE)—Donnelley Financial Solutions (NYSE: DFIN), a leading provider of risk and compliance solutions, today announced the appointment of Juliet S. Ellis, chief investment officer of US Growth Equities for Invesco, Inc., to its board of directors effective Oct. 11, 2018. Ellis will stand for election at the company’s 2019 annual meeting and will serve on the board’s audit committee.
“We are pleased to welcome Juliet as a new independent director to the Donnelley Financial Board,” said Richard L. Crandall, chairman of the board. “As a highly regarded investment professional with more than 35 years of experience spanning multiple asset classes and industries, Juliet will bring critical insights to our board as we continue to execute on our business plan to drive growth and enhance shareholder value.”
Ellis, 59, brings significant expertise in the investment management industry. She has a long-term track record as a lead investment manager and brings successful financial leadership in providing risk management and investment oversight for strategies spanning asset classes and industries. She has spent almost 15 years at Invesco and, as chief investment officer of US Growth Equities, she oversees the allocation and management of over $30 billion in assets across nine fund strategies.
The company also today announced that Oliver R. Sockwell has retired from the Donnelley Financial Board, effective Oct. 8, 2018. Following Mr. Sockwell’s retirement and Ms. Ellis’ appointment, the board will continue to be composed of eight directors, seven of whom are independent.
Crandall continued, “On behalf of the entire board of directors, we thank Oliver for his contributions and wish him well.”
The company also today announced that on Oct. 11, 2018 the board of directors voted to grant a two-year waiver of the retirement age policy for its chairman, Richard L. Crandall. The board of directors concluded that Crandall’s experience, skill set and active engagement are critical during this important period for the company. Crandall will stand for election at the company’s 2019 annual meeting.
About Juliet S. Ellis
Ellis is currently the chief investment officer of US Growth Equities for Invesco, Inc. where she is responsible for overseeing the allocation and management of over $30 billion in assets across nine fund strategies. Previously, Ellis served as managing director with JPMorgan Fleming Asset Management, where she was responsible for the management of mutual funds, sub-advised portfolios and institutional separate account portfolios. Ellis began her career as a financial consultant at Merrill Lynch in Houston. Throughout her career, she has demonstrated her ability to analyze complex, disparate information and form consolidated, cogent solutions. Ellis earned a bachelor’s degree in economics and political science, cum laude, from Indiana University, where she was a member of Phi Beta Kappa. She is a Chartered Financial Analyst® (CFA) charterholder.
About Donnelley Financial Solutions
With the right solutions in moments that matter, Donnelley Financial Solutions (NYSE: DFIN) delivers risk and compliance solutions that fuse deep industry experience, unparalleled service, and elegant technologies to provide our clients with insights that power their decisions and shape global markets. The company has 3,100 employees in 59 locations across 17 countries, serving thousands of clients globally. For more information about Donnelley Financial Solutions, visit www.dfsco.com.
Contacts
Donnelley Financial Solutions
Media Contact:
Erin Burke
631 239 6903
eburke@Stantonprm.com
or
Investor Contact:
Sloan Bohlen
Solebury Communications Group
investors@dfsco.com