Business Context and Reporting Period
This Form 8-K Current Report was filed by Yext, Inc. on October 21, 2020. The filing reports a corporate governance event involving the Board of Directors rather than financial performance results.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on director compensation and appointment details.
Material Changes
- Board Composition: The Board approved an increase in the number of authorized directors from eight to nine.
- Director Election: Hillary Smith was elected as a Class II member of the Board to fill a vacancy, with a term expiring at the 2022 annual meeting.
- Committee Assignment: Ms. Smith was assigned to serve on the Compensation Committee.
Guidance, Outlook, and Compensation Details
There is no financial guidance or outlook provided in this filing. The document details the compensatory arrangements for the new director:
- Initial Grant: Ms. Smith received an initial grant of 18,007 restricted stock units (RSUs) valued at $300,000 at the time of grant. These vest in approximately equal annual installments over three years, subject to continued service.
- Annual Grant Policy: Outside directors are eligible for an annual RSU grant valued at $150,000, provided they have served for at least six months. These vest 100% on the one-year anniversary or upon a change of control.
- Cash Compensation: Directors may receive annual cash retainers for general service and committee participation, which can be elected to be received as equity awards.
- Expenses: The Company reimburses reasonable out-of-pocket expenses incurred by non-employee directors.
Investor Verification Checklist
- Verify the total number of authorized directors is now nine.
- Confirm Hillary Smith's background and potential conflicts of interest given her roles at Craft Ventures and previous service at Square, Zenefits, and SuccessFactors.
- Review the Company's 2016 Equity Incentive Plan to understand the specific terms of the RSU grants.
- Check the Company's proxy statement dated April 23, 2020, for the full text of the outside director compensation policy.