Business Context and Reporting Period
This Form 8-K Current Report was filed by Rackspace Technology, Inc. on October 19, 2021, covering events that occurred on October 18, 2021. The filing addresses changes to the composition of the Company's Board of Directors.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance changes.
Material Changes
- Appointment of Director: The Board appointed Shashank Samant as an independent director, effective October 18, 2021. He will serve until the 2023 Annual Meeting of Shareholders.
- Resignation of Director: Brian St. Jean resigned as a director effective immediately on October 18, 2021. The resignation was accepted by the Board Chairman and is not the result of any disagreement regarding the Company's operations, policies, or practices.
- Investor Rights: Under an Amended and Restated Investor Rights Agreement, Abry Partners (and related investors) retain the right to designate one director as long as they hold at least 50% of the shares originally received in the acquisition. Abry has indicated it does not currently intend to designate a replacement for Mr. St. Jean but reserves the right to do so.
Compensation and Governance Details
Mr. Samant's compensation includes a pro rata portion of the standard non-management director package:
- Cash Retainer: $100,000 per year, paid in quarterly installments.
- Equity Award: Restricted stock units with a grant date fair value of approximately $200,000, granted on October 22, 2021, vesting at the 2022 Annual Meeting.
- Committee Assignments: Mr. Samant has not yet been appointed to any Board committees, though the Company expects to assign him to one or more in the future.
Key Facts for Investor Verification
- Verify the current total number of directors on the Board following the resignation of Mr. St. Jean and appointment of Mr. Samant.
- Confirm whether Abry Partners exercises its right to designate a new director in the future.
- Review the Company's 2022 Annual Meeting schedule to determine the vesting date for Mr. Samant's equity award.
- Check for any subsequent filings regarding committee assignments for Mr. Samant.