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by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.00015 per share
MODN
New York Stock Exchange
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective May 3, 2019, our board of directors elected Scott Reese to serve as a Class I director whose term will expire at our 2020 annual meeting of stockholders. We anticipate that Mr. Reese may also serve as a member of one or more committees of our board of directors, which we will determine at a later time. There are no arrangements or understanding between Mr. Reese and any other persons pursuant to which Mr. Reese was elected as a director. There are also no family relationships between Mr. Reese and any director or executive officer of the Company, nor does Mr. Reese have a direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Reese will be eligible to receive an annual award of restricted stock units having a value of $135,000. In addition, Mr. Reese will be eligible to receive annual awards of restricted stock units having a value of $35,000 as a retainer for board service and additional awards of restricted stock units for committee service, as applicable. Annual awards are granted as of the date of the company’s annual meeting of stockholders and vest as to 25% quarterly as of the 15th day of May, August, November and February.
For the period beginning May 3,
2019 and ending at our 2020 annual meeting of stockholders, Mr. Reese will receive restricted stock units having a value of $134,300, which reflects a prorated portion of the annual awards he is eligible to receive and which will vest as to 25% on each of August 15, 2019, November 15, 2019, February 15, 2020 and May 15, 2020.
Model N will enter into its standard form of Indemnity Agreement with Mr. Reese. Pursuant to this agreement, subject to the exceptions and limitations provided therein, we will agree to hold harmless and indemnify Mr. Reese to the fullest extent authorized by our certificate
of incorporation, bylaws and Delaware law, and against any and all expenses, judgments, fines and settlement amounts actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding arising out of his services as a director. The form of Indemnity Agreement is filed as Exhibit 10.01 to our Form S-1 Registration Statement filed on March 12, 2013.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
