-----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, M4iK0r3d34sgg1k2bR8gH59VbnzONjUFY1gCMDUiVhidySxNVU5MtxyMQE7A+znn tSUgx6NZN7v7b2CbAjijhQ== 0001193125-11-043638.txt : 20110223 0001193125-11-043638.hdr.sgml : 20110223 20110223163138 ACCESSION NUMBER: 0001193125-11-043638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110221 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110223 DATE AS OF CHANGE: 20110223 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: 11632600 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 – February 21, 2011 (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.

(b) On February 21, 2011, David B. Dillon, a director of Convergys Corporation (the “Company”), notified the Board of Directors (the “Board”) that he will not stand for reelection at the 2011 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Dillon stated to the Board that he is leaving the Board for personal reasons and is not resigning because of a disagreement with the Board or the Company. Mr. Dillon, a director since 2000, currently serves as Chairman of the Compensation and Benefits Committee, a member of the Governance and Nominating Committee and a member of the Executive Committee of the Board of Directors of the Company.

Separately, in accordance with the agreement, dated February 4, 2009 (the “JANA Agreement”), between the Company and JANA Partners LLC (“JANA”) (which was filed on Form 8-K with the Securities and Exchange Commission on February 5, 2009), Barry Rosenstein, a director since 2009 and a member of the Finance Committee of the Board, is resigning from the Board effective as of the 2011 Annual Meeting. In conjunction with his resignation, Mr. Rosenstein stated “It’s been a genuine pleasure to serve on this board and be a part of the dynamic change at Convergys over the last two years, including a new CEO and improved strategic focus. As one of the Company’s largest shareholders, we feel like we and other shareholders remain in very good hands under the leadership of Jeff Fox and a dedicated board.”

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/ Julia A. Houston

  Julia A. Houston
  Senior Vice President, General Counsel and Corporate Secretary

Dated: February 23, 2011

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