8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 19, 2019

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

Delaware	001-38312	77-0142404
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2125 O'Nel Drive

San Jose, CA 95131

(Address of principal executive offices including zip code)

(408) 727-1885

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Title of each class COMMON STOCK, PAR VALUE $.001 PER SHARE Trading Symbol EGHT Name of each exchange on which registered New York Stock Exchange

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate 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).

Securities registered pursuant to Section 12(b) of the Act:

Emerging growth company o

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.     o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On June 19, 2019, the board of directors (the “Board”) of 8x8, Inc. (the "Company") increased the authorized number of directors from eight to nine and appointed Elizabeth Theophille to the Board to fill the newly created vacancy. Ms. Theophille’s initial term will expire at the 2019 annual meeting of stockholders (the "2019 Annual Meeting"), concurrently with the terms of the other members of the Board.

In connection with her appointment to the Board, Ms. Theophille will be granted two awards of restricted stock units ("RSUs"), in accordance with the Company's non-employee director compensation policy. Under that policy, Ms. Theophille, as a new non-employee director of the Board, will receive on June 19, 2019: (a) an RSU award with a value of $175,000, prorated based on the amount of time left in her initial term, that will vest in full upon completion of her initial term of service at the 2019 Annual Meeting; and (b) an RSU award with a value of $100,000, vesting in two equal installments on the first and second anniversaries of the date of grant, subject to her continued service.

Ms. Theophille does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 

(b)

On June 19, 2019, the Company announced after 6 years, Ian Potter will step down from the Board at the end of his current term which will expire at the 2019 Annual Meeting.

A copy of the Company’s press release announcing the appointment of Ms. Theophille and the departure of Mr. Potter is filed as Exhibit 99.1 to this Current Report on Form 8-K. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated June 19, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 19, 2019

8X8, INC.

By:   /s/ Steven Gatoff

Steven Gatoff

Chief Financial Officer

EX-99.1

Exhibit 99.1

8X8, INC. APPOINTS ELIZABETH THEOPHILLE

TO ITS BOARD OF DIRECTORS

SAN JOSE, CA - June 19, 2019 --8x8, Inc. (NYSE: EGHT), a leading cloud provider of voice, video, chat and contact center solutions for over one million users worldwide, today announced that its Board of Directors has appointed Elizabeth Theophille, Chief Technology and Digital Officer at Novartis (NYSE: NVS), as a new independent director, effectiveimmediately.

Theophille is a global information technology professional with a track record of using IT to transform and simplify business strategy and processes. Her leadership and service management experience include implementing cloud infrastructure and outsourcing at enterprise scale, cyber security initiatives, sourcing and contract negotiations, and adopting a software-as-a-service (SaaS) approach to application development. Theophilleis Chief Technology Officer and Digital Officer at Novartis, a global healthcare company, where she is focused on the implementation of data and digital initiatives in IT and for end to end operational simplification programs across the organization. Prior to Novartis, she spent five years at Alcatel-Lucent and Nokia moving from Chief Technology Officer to Group Chief Information Officer following Nokia’s acquisition of Alcatel-Lucent. Earlier in her career, Theophille worked for major global corporations including Capgemini S.A., BP International, Sita Equant and Vivendi Universal in information technology leadership roles, and has lived in the United Kingdom, United States, France and Switzerland. She earned her Bachelor of Arts in Business Administration from International Management Center in Buckingham, U.K.

“With over 30 years of global IT experience and transforming large customer-centric enterprises, Elizabeth brings a visionary outlook on how IT can fundamentally transform businesses, and a unique voice-of-the-customer perspective to our Board,” said Vik Verma, Chief Executive Officer at 8x8, Inc. “As we continue to advance our technology platform across European markets, Elizabeth’s deep technology expertise and insight into the unique needs of the global enterprise will bring tremendous value to 8x8.”

In conjunction with Theophille’s appointment, the Company announced that after 6 years, Ian Potter will step down from the Board at the end of his current term which ends on the 2019 annual meeting of stockholders.

“I want to thank Ian for his many contributions to the growth of 8x8 since he joined our Board in September 2013,” continued Verma. “When Ian joined 8x8, we were a traditional Voice over IP (VoIP)-oriented company serving the needs of mainly small business customers, and Ian has been a key proponent and supporter of the transformation of the company into a true SaaS platform for the global enterprise. We have been fortunate to benefit from Ian’s perspectives, business acumen and advice, in particular his contributions towards our strategy of providing our customers with a single platform for voice, video, collaboration and contact center. We wish Ian well in his next engagement and all the best for the future.”

The members of the 8x8 Board of Directors and its committee composition can be viewed on our Investor Relations website:https://investors.8x8.com/.

About 8x8, Inc.

8x8, Inc. (NYSE: EGHT) cloud solutions help businesses transform their customer and employee experience. With one system of engagement for voice, video, collaboration and contact center and one system of intelligence on one technology platform, businesses can now communicate faster and smarter to exceed the speed of customer expectations. For additional information, visit www.8x8.com, or follow 8x8 on LinkedIn, Twitter, and Facebook.

Investor Relations:

Victoria Hyde-Dunn, 1-669-333-5200

victoria.hyde-dunn@8x8.com

Media:

John Sun, 1-408-692-7054

john.sun@8x8.com