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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) October 12, 2020
J2 Global, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 0-25965 | | | 47-1053457 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | | (I.R.S. Employer Identification No.) |
700 S. Flower Street, 15th Floor
Los Angeles, California 90017
(Address of principal executive offices)
(323) 860-9200
Registrant's telephone number, including area code
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | JCOM | Nasdaq Stock Market LLC |
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).
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2020, the Board of Directors (the “Board”) of J2 Global, Inc. (the “Company”) appointed Pamela Sutton-Wallace as a director of the Company.
Ms. Sutton-Wallace will be compensated in accordance with the Company’s compensation policies for Board members as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 26, 2020, under the section titled “Director Compensation,” which is incorporated herein by reference.
There are no arrangements or understandings between Ms. Sutton-Wallace and any other persons pursuant to which Ms. Sutton-Wallace was named a director of the Company.
Ms. Sutton-Wallace was appointed to the Company’s Compensation Committee and Corporate Governance and Nominating Committee.
In addition, Mr. Scott C. Taylor was appointed to the Company’s Audit Committee and Corporate Governance and Nominating Committee.
Moreover, Ms. Sarah Fay was appointed to the Company’s Executive Committee.
There are no transactions or relationships between the Company and Ms. Sutton-Wallace that are reportable under Item 404(a) of Regulation S-K.
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.
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| | J2 Global, Inc. (Registrant) | |
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Date: | October 12, 2020 | By: | /s/ Jeremy Rossen |
| | | Jeremy Rossen Executive Vice President, General Counsel |