Business Context and Reporting Period
This Form 8-K Current Report was filed by Donnelley Financial Solutions, Inc. on October 11, 2018, covering events occurring on October 8 and October 11, 2018. The filing addresses changes to the Company's Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to director compensation:
- Prorated Annual Cash Retainer for New Director: $49,315.07
- Prorated Annual Equity Retainer for New Director: $73,972.60
Material Changes
The filing reports the following material changes to corporate governance:
- Director Retirement: Oliver Sockwell retired as a director effective October 8, 2018.
- Director Appointment: Juliet Ellis was appointed as a director on October 11, 2018, to fill the vacancy created by Mr. Sockwell's retirement. She will serve until the 2019 annual meeting of stockholders or until her successor is elected.
- Committee Assignments: Ms. Ellis was appointed to the Audit Committee. Additionally, Richard Crandall (Independent Director and Chairman of the Board) was appointed to the Audit Committee on October 8, 2018.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, management commentary on operations, or discussion of risks and contingencies. It strictly details the personnel changes and the associated compensation under the Non-Employee Director Compensation Plan. The Company confirmed that no transactions with Ms. Ellis exist under Item 404(a) of Regulation S-K and she will not be employed by the Company.
Investor Verification Checklist
- Verify the effective dates of the director retirement and appointment (October 8 and October 11, 2018).
- Confirm the specific committee assignments for Juliet Ellis and Richard Crandall (Audit Committee).
- Review the attached Press Release (Exhibit 99.1) for additional context on the Board changes.
- Note that this filing does not impact the Company's financial statements or operational metrics.