Business Context and Reporting Period
This Form 8-K is a current report filed by Blackbaud, Inc. on November 1, 2011. The filing primarily addresses the announcement of unaudited financial results for the quarter ended September 30, 2011, and significant changes to the company's executive leadership structure.
Key Financial Metrics
The filing references a press release (Exhibit 99.1) containing the unaudited financial results for the quarter ended September 30, 2011. However, the text of this Form 8-K does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Investors must refer to the attached press release for these figures.
Material Changes and Leadership Transitions
The most significant material change disclosed is the transition of the Chief Financial Officer (CFO):
- Departure: Timothy V. Williams, Senior Vice President and CFO, is retiring. His resignation becomes effective on November 11, 2011.
- Appointment: Anthony W. Boor has been appointed to succeed Mr. Williams as Senior Vice President and CFO, effective November 14, 2011.
Management Commentary and Compensation Details
Mr. Boor's employment agreement includes the following compensation terms:
- Base Salary: $350,000 annually.
- Incentive Bonus: Targeted at 50% of the annual salary.
- Equity Grants: Subject to Board approval, Mr. Boor will receive a restricted stock grant and stock appreciation rights grant, each valued at $350,000, on November 14, 2011.
- Performance Shares: Subject to Board approval, a performance share award of restricted stock units valued at $250,000 is scheduled for 2012.
- Relocation Benefits: A monthly commutation allowance of $1,500 for the first year and reimbursement for up to 90 days of temporary living expenses.
Mr. Boor previously served as Executive Vice President, CFO, and Treasurer at Brightpoint, Inc. The filing notes that the financial results and leadership press releases are not deemed "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific Q3 2011 revenue, earnings, and cash flow figures, as they are not listed in the 8-K text.
- Confirm the Board of Directors' approval of Mr. Boor's equity grants and performance share awards.
- Monitor the transition period between November 11 and November 14, 2011, regarding the handover of CFO duties.
- Check future filings (Form 10-K) for the full text of Mr. Boor's employment agreement.