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): November 19, 2018
______________
Quotient Technology Inc.
(Exact
name of registrant as specified in its charter)
______________
Delaware |
001-36331 |
77-0485123 |
(State or other jurisdiction of incorporation)
|
(Commission File Number) |
(I.R.S. Employer Identification No.) |
400 Logue Avenue |
(Address of principal executive offices) (Zip code) |
(650) 605-4600 |
(Registrant’s telephone number, including area code) |
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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. ⊠
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
c) Appointment of Certain Officers
On November 19, 2018 (“Appointment Date”), the board of directors (the “Board”) of Quotient Technology Inc. (the “Company”) appointed Mr. Chad Summe, 38, as Chief Operating Officer of the Company. Prior to his appointment as Chief Operating Officer, Mr. Summe served as Senior Vice President & General Manager, Brands and Retail at the Company, leading sales and overseeing the company’s brand and retail partnerships since January 2018. He joined the Company in 2012 and served in a series of increasingly responsible positions in sales for the Company. Mr. Summe served as the Company’s Vice President of the Central Division from October 2015 to October 2016 and Vice President and General Manager of US Sales from November 2016 to December 2017. Mr. Summe spearheaded the Company’s expansion in Cincinnati. Mr. Summe holds a B.S. in Economics (with Honors) from the United States Naval Academy and an M.B.A. from Duke University’s Fuqua School of Business.
There have been no changes to Mr. Summe’s compensation in connection with this promotion.
Mr. Summe will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 14, 2014 and which exhibit is incorporated by reference herein.
There are no family relationships between Mr. Summe and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
d) Election of new directors
On November 19, 2018, the Board appointed the Honorable Robert A. McDonald to serve as a member of the Board effective immediately. The Board expanded its size to nine members and appointed Mr. McDonald to fill the newly created seat. Mr. McDonald will serve as a Class II director, with a term expiring at the Company’s 2019 annual meeting of stockholders. The Board has determined that Mr. McDonald is an independent director under the applicable requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended.
Since January 2017, Mr. McDonald has served as director of companies and organizations, private and public, non-profit and for-profit. Mr. McDonald served as the eighth Secretary of Veterans Affairs from July 2014 until January 2017. Mr. McDonald was Chairman, President, and Chief Executive Officer of the Procter & Gamble Company from 2010 until June 2013. Mr. McDonald joined Procter & Gamble in 1980 and served in a series of increasingly responsible positions for that company. He was named Procter & Gamble’s Vice Chairman, Global Operations in 2004; Chief Operating Officer in 2007; President and Chief Executive Officer in 2009; and Chairman of the Board in 2010. From 2005 to July 2014 Mr. McDonald served on the board of directors of Xerox Corporation, a provider of document management solutions, and from January 2014 to July 2014, Mr. McDonald served on the board of directors of United States Steel Corporation, a publicly-traded integrated steel producer. Mr. McDonald graduated from the United States Military Academy at West Point in 1975. He earned his MBA from the University of Utah in 1978. Mr. McDonald was selected to serve on the Board because of his deep industry experience, public company experience, executive leadership expertise and extensive knowledge of operational matters.
In connection with his service as a director and consistent with the Company’s director compensation policy (the “Director Compensation Policy”) in effect on the date of his appointment, Mr. McDonald will receive the Company’s standard non-employee director cash and equity compensation, including an initial award of restricted stock units with the number of restricted stock units equal to $250,000 divided by the closing price of the Company’s stock on the date of grant. Starting on the date of the Company’s 2019 annual meeting of stockholders and subject to his continued service on the date of grant, Mr. McDonald will also receive an annual equity award consistent with the terms of the Director Compensation Policy, as then in effect. Mr. McDonald will receive a $37,500 annual retainer for his service as a director, to be paid in quarterly installments for the immediately preceding fiscal quarter and pro-rated for the first fiscal quarter during which he serves as a director based on the number of days served after the effective date of his appointment.
In connection with his appointment, Mr. McDonald and the Company will enter into the Company’s standard form of director indemnity agreement (the “Indemnity Agreement”). In addition to the indemnification required in the Company’s amended and restated certificate of incorporation and amended and restated bylaws, the Indemnity Agreement generally provides for the indemnification of Mr. McDonald for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against him by reason of the fact that he is or was serving in such capacity, to the extent indemnifiable under the law. The foregoing description is qualified in its entirety by the full text of the form of Indemnity Agreement, which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 14, 2014 and which exhibit is incorporated by reference herein.
There are no arrangements or understandings between Mr. McDonald and any other persons pursuant to which Mr. McDonald was elected as a director. In addition, Mr. McDonald has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.
On November 26, 2018, the Company issued a press release regarding the appointment of Mr. McDonald. The press release is furnished herewith as Exhibit 99.1.
Item 8.01. | Other Events. |
On November 19, 2018 the Board appointed Mr. Jason Young, 49, as Chief Marketing & Media Officer of the Company. Prior to his appointment as Chief Marketing Officer, Jason Young served as Senior Vice President of Media and General Manager of the Company’s Crisp Mobile business. Mr. Young joined the Company as part of the Company’s acquisition of Crisp Mobile in 2017. Mr. Young was CEO of Crisp Mobile from 2011 until the acquisition. He was previously CEO and founder of Smart Device Media, a premium mobile ad network company that was acquired by Crisp Mobile in December 2011. Previously, Mr. Young served as CEO at Ziff Davis from 2007 to 2010 culminating 20 years of service at Ziff. Mr. Young has more than 20 years of digital advertising experience. Mr. Young holds a B.A. in English from Tufts University.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
Press Release, issued by Quotient Technology Inc. on November 26, 2018. |
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.
Quotient Technology Inc. |
|||
By: |
/s/ Connie Chen |
||
Connie Chen |
|||
|
General Counsel, Compliance Officer & |
||
Date: November 26, 2018 |
Secretary |
Exhibit 99.1
Quotient Technology Names Robert McDonald to Board of Directors
The former Chairman, President and CEO of Procter & Gamble comes with more than three decades experience in packaged goods and retail.
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--November 26, 2018--Quotient Technology (NYSE: QUOT) today announced that Robert A. McDonald, who spent more than three decades at Procter & Gamble, rising to become Chairman, President and CEO, has been appointed to its Board of Directors. McDonald also served as the country’s eighth Secretary of Veterans Affairs under President Barack Obama.
“We couldn’t be more excited to have Bob join our board,” said Steven Boal, Founder and Executive Chairman of Quotient. “Bob’s proven leadership and his deep experience in the Consumer-Packaged Goods (CPG) and retail industries should prove invaluable as we continue to help CPGs and retailers transform their businesses to meet the demands of today’s digitally savvy shopper. We are developing ever deeper relationships with retailers and CPGs, aiming always to become their digital commerce marketing partner of choice, and I can think of no better addition to the Quotient team than Bob McDonald.”
Mir Aamir, Quotient’s President & Chief Executive Officer, said, “I look forward to working closely with Bob as we continue to scale the business. Quotient is at an exciting point in its evolution, and Bob’s experience and knowledge of the industries we serve will be extremely helpful.”
“I have great confidence in Steven, Mir and the team at Quotient,” said McDonald. “This is a challenging and exciting time for CPGs and retailers, and Quotient is addressing many of the technological needs and delivering outstanding solutions that the industry should fully embrace to compete in today’s highly competitive environment. I’m confident in the company and its prospects, and I’m thrilled to be joining the board of this exciting and growing company.”
McDonald began working at P&G in 1980, and within a few years became the brand manager for Tide. Over the years, he led several divisions for P&G around the world, and in 2009 was named President and CEO. He added the Chairman position shortly after that.
Under McDonald’s leadership, P&G significantly recalibrated its product portfolio, expanding its marketing footprint by adding almost one billion people to its global customer base. From the day he became CEO until his last quarterly results were announced, P&G’s stock price increased approximately 60 percent. He retired from P&G in June 2013.
Shortly after, he was nominated by President Obama to become the eighth Secretary of the Department of Veterans Affairs. He was confirmed unanimously by the United States Senate on July 29, 2014. His goal was to give veterans consistent and high-quality services. He also focused on efficiencies. By addressing supply chain practices and procedures, McDonald achieved nearly $230 million in cost avoidance in his first year.
From 2005 to July 2014, McDonald served on the board of directors of Xerox Corporation, and from January 2014 to July 2014, he was on the board of directors of United States Steel Corporation, a publicly-traded integrated steel producer.
McDonald currently serves on the boards of RallyPoint, an online network for veterans and people in the military; Audia Group, an international plastics producer; the Institute for Veterans and Military Families, and the Partnership for Public Service.
McDonald graduated from the United States Military Academy at West Point in the top two percent of his Class of 1975. In 1978, he earned his MBA from the University of Utah. The University of Utah Alumni Association named McDonald a Distinguished Graduate in 2010.
And in 2017, the West Point Association of Graduates named him for its Distinguished Graduate Award. An Army Veteran, McDonald served with the 82nd Airborne Division.
McDonald is Quotient’s ninth board member. The others are: Steven Boal, Mir Aamir, Jody Gessow, Steve Horowitz, Michelle McKenna, David Oppenheimer, Scott Raskin and Christy Wyatt.
About Quotient Technology Inc.
Quotient Technology Inc. (NYSE: QUOT) is the leading digital promotions, media and analytics company using proprietary data to deliver personalized digital coupons and ads to millions of shoppers daily. Our core platform, Quotient Retailer iQ™, connects to a retailer’s point-of-sale system and provides targeting and analytics for consumer packaged goods (CPG) brands and retailers. Our distribution network also includes our Coupons.com app and website, thousands of publishing partners and, in Europe, the Shopmium mobile app. We serve hundreds of CPGs, such as Clorox, Procter & Gamble, General Mills and Kellogg’s, and retailers like Albertsons Companies, CVS, Dollar General, Kroger and Walgreens. We operate Crisp Mobile, which creates mobile ads aimed at shoppers, and Ahalogy, a leading influencer marketing firm. Founded in 1998, Quotient is based in Mountain View, California, with offices across the U.S., in Bangalore, India; Paris and London. Learn more at Quotient.com, and follow us on Twitter @Quotient.
Quotient, the Quotient logo, Quotient Retailer iQ, Shopmium and Ahalogy are trademarks or registered trademarks of Quotient Technology Inc. and its subsidiaries in the United States and other countries. Other marks are the property of their respective owners.
CONTACT:
Investor Relations:
Stacie Clements, 650-605-4535
Vice
President, Investor Relations
ir@quotient.com
Media
Paul Sloan, 650-396-8754
Vice President, Communications
press@quotient.com