ZoomInfo Technologies Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated March 21, 2022 and signed March 23, 2022, reports changes to ZoomInfo Technologies Inc.’s board of directors under its Stockholders Agreement with funds associated with Carlyle and TA Associates.
Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other financial operating metrics.
Material Changes
- Patrick McCarter, Carlyle’s board designee, resigned effective March 21, 2022.
- Jason Mironov, TA Associates’ board designee, resigned effective March 21, 2022.
- The filing states that both resignations were required by the Stockholders Agreement and were not due to disagreements with the company, management, the board, or company operations, policies, or practices.
- Based on ownership as of the effective date, Carlyle and TA Associates each retained the right to designate one director. Ashley Evans and Todd Crockett continued to serve as their respective representatives.
- Effective March 23, 2022, the board reduced the authorized number of directors from nine to seven.
- Before resigning, McCarter served on the Compensation Committee and Mironov served on the Privacy, Security, and Technology Committee.
Outlook, Risks, and Unusual Items
The filing provides no management outlook or financial guidance. The principal disclosed governance change is the reduction in board size following investor-representative resignations. The Stockholders Agreement and its director nomination provisions may affect future board composition.
Investor Verification Items
- Verify the full Stockholders Agreement, filed as Exhibit 10.6 to the company’s June 8, 2020 Form 8-K.
- Confirm the effective dates of the two resignations and the board reduction.
- Review subsequent filings for any new director appointments, committee changes, or changes in Carlyle’s and TA Associates’ ownership and nomination rights.