Business Context and Reporting Period
This Form 8-K filing by Commvault Systems, Inc. was submitted on July 20, 2018, reporting events that occurred on July 19, 2018. The filing addresses significant changes to the Board of Directors resulting from a letter agreement entered into with Elliott Associates, L.P., and related entities on April 30, 2018.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The filing details the following material changes to the Board of Directors effective July 19, 2018:
- Resignations: F. Robert Kurimsky and Armando Geday resigned from the Board of Directors.
- Appointments:
- Martha H. Bejar was appointed as a Class I Director (term until the 2019 Annual Meeting).
- Charles E. Moran was appointed as a Class II Director (term until the 2020 Annual Meeting).
- Committee Assignments: Both new directors were appointed to the Operations Committee. Mr. Moran was additionally appointed to the CEO Search Committee and the Audit Committee.
Guidance, Outlook, and Compensation
The filing provides no financial guidance, outlook, or management commentary regarding business operations. Regarding the new directors:
- Compensation: Ms. Bejar and Mr. Moran will receive an annual cash retainer prorated for their partial-year terms.
- Equity: It is anticipated they will receive restricted stock units at the 2018 Annual Meeting of Stockholders, consistent with the company's equity grant cycle.
- Policy: Compensation adheres to the non-employee director compensation policy detailed in the 2018 Proxy Statement.
Investor Verification Checklist
- Verify the specific terms of the letter agreement with Elliott Associates referenced in the April 30, 2018, Form 8-K.
- Review the attached Press Release (Exhibit 99.1) for additional context on the board changes.
- Confirm the final equity grant amounts for Ms. Bejar and Mr. Moran once the 2018 Annual Meeting of Stockholders concludes.
- Monitor future filings for the outcome of the CEO Search Committee, to which Mr. Moran has been appointed.