8-K

United States

Securities and Exchange Commission

Washington, DC 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): April 7, 2017

PERFICIENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15169		74-2853258
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
555 Maryville University Drive, Suite 600, Saint Louis, Missouri		63141
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (314) 529-3600

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:

☐ 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 April 7, 2017, the Board of Directors (the “Board”) of Perficient, Inc. (the “Company”) approved an increase in the size of the Board from five directors to six directors and appointed Brian L. Matthews to fill the newly-created vacancy. Mr. Matthews will be compensated in accordance with the Company’s non-employee director compensation policy as described in the Company’s proxy statement for its 2016 annual meeting of stockholders, filed with Securities and Exchange Commission on April 11, 2016, under the heading “Director Compensation.”

Mr. Matthews was not appointed pursuant to any arrangement or understanding with any other person. The Board has determined that Mr. Matthews is independent in accordance with applicable rules of the Securities and Exchange Commission and The Nasdaq Global Select Market. Mr. Matthews will not be joining any committees of the Board at this time.

 Mr. Matthews is a greater than 5% member and officer of River City Internet Group, L.L.C. d/b/a Hostirian (“Hostirian”), a contractor that in the ordinary course of business hosts certain equipment for the Company for which the Company paid Hostirian approximately $123,000 in 2016. The Company expects that in 2017, it will continue to use Hostirian’s services and pay Hostirian an amount consistent with, or less than, 2016 payments. Mr. Matthews does not have a material interest in the transaction other than in his capacity as a member and officer of Hostirian.

The Company also announced on April 11, 2017, that John S. Hamlin has determined to retire as a member of the Board and will not stand for re-election to the Board at the Company’s 2017 annual meeting of stockholders (the “2017 Meeting”). Mr. Hamlin’s decision to retire and not to stand for re-election was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As a result of Mr. Hamlin’s decision, the Board has approved a reduction in the size of the Board to eliminate Mr. Hamlin’s seat effective at the 2017 Meeting.

On April 11, 2017, the Company issued a press release announcing the appointment of Mr. Matthews to the Board and the retirement of Mr. Hamlin. The press release is included herewith as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

Exhibit
Number	Description
99.1	Perficient, Inc. Press Release, dated April 11, 2017, announcing the appointment of Brian L. Matthews to the Company’s Board of Directors and the retirement of John S. Hamlin

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.

	PERFICIENT, INC.
Date: April 11, 2017	By:	/s/ Paul E. Martin
		Paul E. Martin
		Chief Financial Officer

Exhibit Index

Exhibit
Number	Description
99.1	Perficient, Inc. Press Release, dated April 11, 2017, announcing the appointment of Brian L. Matthews to the Company’s Board of Directors and the retirement of John S. Hamlin

EX-99.1

EXHIBIT 99.1

For more information, please contact:

Bill Davis, Perficient, 314-529-3555

Bill.Davis@perficient.com

PERFICIENT APPOINTS NEW BOARD MEMBER TO REPLACE RETIRING DIRECTOR

ST. LOUIS (April 11, 2017) – Perficient, Inc. (NASDAQ: PRFT) ("Perficient"), the leading digital transformation consulting firm serving Global 2000® and other large enterprise customers throughout North America, today announced that Brian L. Matthews has been appointed as an independent member of the company's Board of Directors, effective April 7, 2017.

Mr. Matthews has more than 24 years' experience investing in and managing software technology companies. Currently, Mr. Matthews is a co-founder and general partner of Cultivation Capital, a venture capital company. In addition, he is a co-founder and general partner of the SixThirty FinTech Accelerator as well as a co-founder of River City Internet Group, L.L.C. doing business as Hostirian. Hostirian is an internet holding company that focuses on software, internet access, and hosting products. 

Prior to starting Cultivation Capital, Mr. Matthews, a serial technology entrepreneur, co-founded and assisted in the sale of the following technology companies:

· Primary Network to Mpower Communications (MPWR) in 2000

· Primary Webworks to Perficient in 2001

· CDM Fantasy Sports to Fun Technologies, a Liberty Media Company (LCAPA) in 2006

· IntraISP to Clearwire Communications (CLWR) in 2007

Mr. Matthews began his career at McDonnell Douglas, where he worked from 1981 through 1993. Mr. Matthews also has roles as a member of the University of Missouri-St. Louis Chancellors Council, as a board member of Givable.org, and as a board member of T-REX, a technology co-working space. Mr. Matthews holds a Bachelor's degree in mechanical engineering from the Missouri University of Science and Technology.

"We are very excited to have Brian as a new, independent member of our board," said Jeffrey Davis, chairman of the board, president, and chief executive officer. "Brian's significant technology and business management experience will be invaluable in helping us execute on our long-term plans to grow Perficient."

Perficient also announced that John S. Hamlin has decided to retire as a member of the board and will not stand for re-election at the company's 2017 annual meeting of stockholders.

"We thank John for his contributions to our board and wish him success in his future endeavors," Davis said.

About Perficient

Perficient is the leading digital transformation consulting firm serving Global 2000® and enterprise customers throughout North America. With unparalleled information technology, management consulting, and creative capabilities, Perficient and its Perficient Digital agency deliver vision, execution, and value with outstanding digital experience, business optimization, and industry solutions. Our work enables clients to improve productivity and competitiveness; grow and strengthen relationships with customers, suppliers, and partners; and reduce costs. Perficient's professionals serve clients from a network of offices across North America and offshore locations in India and China. Traded on the Nasdaq Global Select Market, Perficient is a member of the Russell 2000 index and the S&P SmallCap 600 index. Perficient is an award-winning Platinum Level IBM business partner, a Microsoft National Service Provider and Gold Certified Partner, an Oracle Platinum Partner, an Adobe Premier Partner, and a Platinum Salesforce Consulting Partner. For more information, visit www.perficient.com.
Safe Harbor StatementSome of the statements contained in this news release that are not purely historical statements discuss future expectations or state other forward-looking information related to financial results and business outlook for 2017. Those statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on management's current intent, belief, expectations, estimates, and projections regarding our company and our industry. You should be aware that those statements only reflect our predictions. Actual events or results may differ substantially. Important factors that could cause our actual results to be materially different from the forward-looking statements include (but are not limited to) those disclosed under the heading "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2016.