Business Context and Reporting Period
Company: Commvault Systems, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 16, 2020
Principal Executive Offices: Tinton Falls, New Jersey
This filing reports the entry into a material definitive agreement and a material modification to the rights of security holders. The report does not contain financial performance data for a specific fiscal period.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a current report regarding corporate governance and shareholder rights, not a financial statement.
Material Changes
On November 16, 2020, the Company entered into Amendment No. 1 to the Rights Agreement dated April 3, 2020. The key changes include:
- Definition of Acquiring Person: The amendment revises the definition to exclude Starboard Value LP and certain affiliates (collectively "Starboard") from being deemed an "Acquiring Person."
- Ownership Threshold: Starboard will not be considered an Acquiring Person so long as it does not beneficially own 15% or more of the Company's outstanding common stock.
- Background: This amendment relates to the "Starboard Agreement" entered into on April 3, 2020, regarding the composition of the Company's board and other related matters.
Guidance, Outlook, and Risks
Management Commentary: The filing summarizes the terms of the Amendment and the Starboard Agreement but explicitly states that the summary is not complete and is qualified by reference to the full text of the documents attached as Exhibit 4.1.
Risks and Contingencies: The filing addresses potential takeover defenses by modifying the poison pill (Rights Agreement) to accommodate a specific shareholder (Starboard) up to a 15% ownership threshold. No other risks, contingencies, or unusual items are disclosed in this text.
Investor Verification Checklist
- Verify the full text of Exhibit 4.1 (Amendment No. 1 to Rights Agreement) to understand all conditions and limitations.
- Review the original Starboard Agreement filed on April 6, 2020, to understand the board composition commitments.
- Monitor Starboard Value LP's beneficial ownership filings to ensure they remain below the 15% threshold to maintain the exemption.
- Confirm the status of the Rights Agreement and whether other provisions remain in effect.