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

Date of Report (Date of earliest event reported): May 19, 2016

Bottomline Technologies (de), Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-25259	02-0433294
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
325 Corporate Drive, Portsmouth, New Hampshire		03801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (603) 436-0700

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 (see General Instruction A.2. below):

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

¨ Soliciting 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 May 19, 2016 the Nominations and Corporate Governance Committee recommended, and the Board of Directors unanimously agreed, that Peter Gibson and Benjamin E. Robinson III be appointed to the Board of Directors of Bottomline Technologies (de), Inc. (the “Company”) as a class II and III director, respectively, effective immediately and with terms expiring at the annual meetings of stockholders to be held in 2018 and 2016, respectively.

The Board has determined that each of Messrs. Gibson and Robinson is “independent” within the meaning of the NASDAQ Marketplace Rules and other governing laws and applicable regulations, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

Messrs. Gibson and Robinson will participate in the Company’s standard non-employee director compensation program which is described in the Company’s proxy statement filed October 9, 2015, including an award to each of 4,000 shares of the Company’s common stock. These shares were granted on May 20, 2016 and will vest in full on the one year anniversary of the date of grant.

Messrs. Gibson and Robinson will enter into an indemnification agreement (the “Indemnification Agreement”) with the Company. The Indemnification Agreement will be substantially similar to the form of indemnification agreement that the Company has entered into with its other directors and provide that the Company shall indemnify the Indemnitees to the fullest extent permitted by Delaware law for claims arising in the director’s capacity as such, subject to certain exceptions, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with their service as a director and also provide for rights to advancement of expenses. The foregoing description of the Indemnification Agreement is qualified in its entirety by the full text of the form of indemnification agreement by and between the Company and each of its officers and directors, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-25259), filed with the Securities and Exchange Commission on November 24, 2015.

In connection with these appointments, the Company also announced that current directors Mr. Daniel M. McGurl and Mr. James L. Loomis will not stand for re-election to the Company’s Board at its annual meeting in November, as part of a board refresh.

On May 23, 2016, the Company issued a press release announcing the above changes to the Board. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index attached hereto.

SIGNATURE

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.

	BOTTOMLINE TECHNOLOGIES (de), INC.
May 24, 2016	By:	/s/ Eric K. Morgan
		Eric K. Morgan
		Senior Vice President, Global Controller

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by the Company on May 23, 2016

EX-99.1

Exhibit 99.1

	Contact for Media: Henry Goodwin VP Marketing Communications 603-380-6106 henry.goodwin@bottomline.com

Bottomline Announces New Board Members

PORTSMOUTH, N.H. – May 23, 2016 – Bottomline Technologies (NASDAQ: EPAY), a leading provider of cloud-based payment, invoice and banking solutions, today announced the appointment of Mr. Peter Gibson and Mr. Benjamin E. Robinson III to its Board of Directors.

Mr. Gibson is Co-CEO of Knowledgent Group, a data analytics and technology firm headquartered in Warren, NJ. Prior to this, he led global sales for the consulting arm of EMC Corporation, was a founder of BusinessEdge Solutions and was an early member of Trecom Business Systems. Mr. Gibson is a trustee of Long Island University, a member of Rutgers University Board of Overseers and a Board member of Qello Concerts, a media streaming company.

Mr. Robinson held a number of executive roles at Prudential Corporation, most recently including Senior Vice President and Chief Administration Officer for Prudential Annuities. Prior to joining Prudential, Mr. Robinson held executive positions at Bank of America and MasterCard International. Earlier in his career, he was Congressional Advisor to the US House of Representatives’ Committee on Banking, Finance & Urban Affairs. He currently serves as a member of the Executive Leadership Council and the Society of International Business Fellows.

Bottomline also announced that Mr. Daniel M. McGurl and Mr. James L. Loomis will not stand for reelection to the Company’s Board at its annual meeting in November as part of a board refresh. As founder, Chief Executive Officer and Chairman, Dan McGurl led Bottomline from its founding in Exeter, NH 27 years ago, through its initial public offering. As a co-founder, Jim Loomis was instrumental in the company’s product strategy, customer focus and collaborative culture. Mr. McGurl and Mr. Loomis will continue to serve as Directors through the November annual meeting to provide for an orderly transition.

“We are excited to welcome two very accomplished executives to our Board of Directors” said Joseph L. Mullen, Chairman of the Board of Directors. “Peter and Benjamin bring a wealth of experience from both the financial services sector and the cutting edge of data analytics and technology. They also have extensive managerial, operational and financial experience, which will add valuable perspective to our Board.”

“I would also like to thank Dan and Jim for their service to Bottomline,” continued Mr. Mullen. “Our company is the successful, global organization it is today because of their vision and leadership. We are very grateful for their commitment to the company.”

About Bottomline Technologies

Bottomline Technologies (NASDAQ: EPAY) powers mission-critical business transactions. We help our customers optimize financially-oriented operations and build deeper customer and partner relationships by providing a trusted and easy-to-use set of cloud-based digital banking, fraud prevention, payment, financial document, insurance and healthcare solutions. Over

10,000 corporations, financial institutions and banks benefit from Bottomline solutions. Headquartered in the United States, Bottomline also maintains offices in Europe and Asia-Pacific. For more information, visit www.bottomline.com.

Bottomline Technologies and the Bottomline Technologies logo are trademarks of Bottomline Technologies, Inc. which may be registered in certain jurisdictions. All other brand/product names may be trademarks of their respective owners.