-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KM9vdzLPc59EZye66aUrzhE0FpJaYOd5k0BIbWhI53fX6olMX196FLhZZipq/rZy mUWndlLscfmppXLtoFlScA== 0001193125-08-180906.txt : 20080819 0001193125-08-180906.hdr.sgml : 20080819 20080819164400 ACCESSION NUMBER: 0001193125-08-180906 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080815 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080819 DATE AS OF CHANGE: 20080819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONVERGYS CORP CENTRAL INDEX KEY: 0001062047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 311598292 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14379 FILM NUMBER: 081028053 BUSINESS ADDRESS: STREET 1: 201 EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137237000 MAIL ADDRESS: STREET 1: 201 EAST FOURTH STREET STREET 2: PO BOX 1638 CITY: CINCINNATI STATE: OH ZIP: 45201 8-K 1 d8k.htm CURRENT REPORT Current Report

 

 

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

DATE OF REPORT – August 15, 2008

(Date of Earliest Event Reported)

 

 

CONVERGYS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Commission File No. 1-14379

 

Ohio   31-1598292
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

 

201 East Fourth Street, Cincinnati, Ohio   45202

(Address of principal

executive offices)

  (Zip Code)

Registrant’s telephone number, including area code: (513) 723-7000

 

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


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

On August 15, 2008, Sidney A. Ribeau resigned from the board of directors of Convergys Corporation (the “Company”), effective immediately, citing the demands of his new responsibilities as President of Howard University. Dr. Ribeau, a director since 2001, was serving on the Governance and Nominating Committee and Audit Committee. Dr. Ribeau did not resign because of a disagreement with the Company on a matter relating to the Company’s operations, policies or practices.

Effective August 15, 2008, the board of directors of Convergys Corporation, as recommended by the Governance and Nominating Committee, appointed Ronald L. Nelson to its board of directors. Mr. Nelson was appointed to serve in Class I and his term will expire in 2011 at the annual meeting of shareholders. Mr. Nelson was also appointed by the Board to the Audit Committee, based upon the recommendation of the Governance and Nominating Committee.

Mr. Nelson, 56, has served as Chairman and Chief Executive Officer of Avis Budget Group, Inc., since August 2006. Avis Budget Group, Inc. is one of the world’s largest general-use car rental companies and operator of the Avis and Budget brands in North America, Latin America, the Caribbean, Australia and New Zealand.

Prior to his current position, he held leadership roles with Avis Budget’s predecessor, Cendant Corporation, including president, chief financial officer and director with responsibility for strategic and financial planning, treasury, financial reporting and accounting, and other functions.

He is a director of Hanesbrands Inc. Nelson holds an undergraduate degree in biochemistry from University of California-Berkeley and received his MBA from University of California-Los Angeles.

The Company is not aware of any arrangement or understanding between Mr. Nelson and any other person, pursuant to which Mr. Nelson was selected as a director. Neither Mr. Nelson nor any of his immediate family members have been a party to any transaction or currently proposed transaction with the company that is reportable under Item 404(a) of Regulation S-K. In connection with his service to the board of directors, the company and Mr. Nelson have agreed that he will be paid in accordance with the company’s policy for independent director compensation.

Item 9.01. Financial Statements and Exhibits

 

  (c) Exhibits:

 

  99.1 Press Release of Convergys Corporation dated August 19, 2008

 


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.

 

CONVERGYS CORPORATION
By:  

/s/    Karen R. Bowman

  Karen R. Bowman
 

Senior Vice President, General Counsel and Corporate Secretary

Dated: August 19, 2008


EXHIBIT INDEX

Exhibit No.

 

  99.1 Press Release of Convergys Corporation dated August 19, 2008
EX-99.1 2 dex991.htm PRESS RELEASE OF CONVERGYS CORPORATION DATED AUGUST 19, 2008 Press Release of Convergys Corporation dated August 19, 2008

Exhibit 99.1

CONVERGYS NEWS RELEASE

 

Ronald L. Nelson Elected to Board of Directors of Convergys

(Cincinnati; August 19, 2008)—Convergys Corporation (NYSE: CVG), a global leader in relationship management, announces the election of Ronald L. Nelson to its Board of Directors effective August 15, 2008. Mr. Nelson is currently Chairman and Chief Executive Officer of Avis Budget Group, Inc., one of the world’s largest general-use car rental companies and operator of the Avis and Budget brands in North America, Latin America, the Caribbean, Australia, and New Zealand.

The announcement was made today by Philip A. Odeen, non-executive Chairman of the Board of Convergys, who in welcoming Mr. Nelson to the Board said: “Ron’s deep business and financial experience will be of great value to us during a challenging time for the business. Ron has extensive experience in services businesses and deep involvement in both acquisitions and divestitures.”

Mr. Odeen also said that Sidney Ribeau, Ph.D., the outgoing President of Bowling Green State University, was resigning from the Convergys Board. Dr. Ribeau has recently been named the 16th President of Howard University in Washington, D.C. Mr. Odeen thanked Dr. Ribeau for his years of service as a Board member to Convergys and regretted that the demands of his new role at Howard resulted in his decision to resign from the Board. “We are losing a valuable colleague and a good friend. The Board and I will miss him greatly.”

Prior to his role at Avis Budget Group, which is the successor entity to Cendant Corporation following the spin-offs of the Cendant Real Estate and Hospitality Operations, Nelson, 56, served as President, Chief Financial Officer, and a Director, of Cendant. In those capacities, he was responsible for strategic and financial planning, treasury, financial reporting and accounting, internal audit, tax, investor relations, and


corporate communications, as well as the administrative functions that served Cendant’s business units.

Prior to joining Cendant, Nelson served as Co-Chief Operating Officer of DreamWorks SKG since that company’s founding in 1994. Nelson also served as Executive Vice President, Chief Financial Officer, and a Director at Paramount Communications, Inc., formerly Gulf & Western Industries, Inc., where he was responsible for all financial functions, including mergers and acquisitions and strategy.

Editors: Pic of Mr. Nelson is available.

About Convergys

Convergys Corporation (NYSE: CVG) is a global leader in relationship management. We provide solutions that drive more value from the relationships our clients have with their customers and employees. Convergys turns these everyday interactions into a source of profit and strategic advantage for our clients.

For 25 years, our unique combination of domain expertise, operational excellence, and innovative technologies has delivered process improvement and actionable business insight to clients that now span more than 70 countries and 35 languages.

Convergys is a member of the S&P 500 and has been voted a Fortune Most Admired Company for eight consecutive years. We have approximately 75,000 employees in 85 customer contact centers and other facilities in the United States, Canada, Latin America, Europe, the Middle East, and Asia, and our global headquarters in Cincinnati, Ohio. For more information, visit www.convergys.com

(Convergys and the Convergys logo are registered trademarks of Convergys Corporation.)

To receive Convergys news releases by email, click on

http://www.convergys.com/news_email.html

Investor Contact:

David Stein, Investor Relations

+1 513 723 7768 or investor@convergys.com

Media Contact:

John Pratt, Public Relations

+1 513 723 3333 or john.pratt@convergys.com

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