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
November 20, 2013
Date of Report (Date of earliest event reported)
SILVER SPRING NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35828 | 43-1966972 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
555 Broadway Street, Redwood City, CA 94063
(Address of principal executive offices) (Zip Code)
(650) 839-4000
(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 obligations 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 Directors.
| (d) |
On November 20, 2013, upon the recommendation of the Nominating and Governance Committee, the Board of Directors (the “Board”) of Silver Spring Networks, Inc. (the “Company”) approved the appointment of Peter Van Camp to the Board effective immediately. Mr. Van Camp will serve as a Class II director whose current term will expire at the Company’s 2015 Annual Meeting of Stockholders when the Class II directors will next be elected by the Company’s stockholders. Mr. Van Camp was also appointed to the Company’s Audit Committee.
There are no arrangements or understandings between Mr. Van Camp and any other persons pursuant to which Mr. Van Camp was named as a director. Mr. Van Camp is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Consistent with the Company’s policy for incoming non-employee directors, on November 20, 2013, Mr. Van Camp was awarded 9,299 stock options and 1,412 restricted stock units under the Company’s 2012 Equity Incentive Plan, each of which vest in full and become exercisable and settleable (as applicable) on the earlier date of (i) the Company’s 2014 Annual Meeting of Stockholders or (ii) May 23, 2014. The stock options granted to Mr. Van Camp will have an exercise price of $20.49, equal to the closing price of the Company’s stock on the New York Stock Exchange on the date of grant, and shall have a term of 10 years from the date of grant. Pursuant to Section 21.3 of the Company’s 2012 Equity Incentive Plan, in the event of a Corporate Transaction (as defined therein), the vesting of Mr. Van Camp’s awards shall accelerate and become exercisable and settleable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Compensation Committee of the Board determines.
In connection with his appointment to the Board, Mr. Van Camp will execute the Company’s standard form of indemnification agreement for directors.
On November 22, 2013, the Company issued a press release announcing the appointment of Mr. Van Camp to the Board, a copy of which is filed as an exhibit to this report and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Exhibit Title | |
| 99.01 | Press Release dated November 22, 2013 | |
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.
| SILVER SPRING NETWORKS, INC. | ||||||
| Date: November 22, 2013 | By: | /s/ Richard S. Arnold, Jr. | ||||
| Name: Richard S. Arnold, Jr. | ||||||
| Title: General Counsel and Secretary | ||||||
Exhibit List
| Exhibit No. |
Exhibit Title | |
| 99.01 | Press Release dated November 22, 2013 | |
Exhibit 99.01
Silver Spring Networks Appoints Peter Van Camp, Executive Chairman of Equinix,
to its Board of Directors
Redwood City, CA – November 22, 2013 – Silver Spring Networks, Inc. (NYSE: SSNI), a leading networking platform and solutions provider for smart energy networks, today announced the appointment of Peter Van Camp to its Board of Directors.
“We are pleased to have Peter join our Board,” said Scott Lang, Chairman, President and CEO of Silver Spring Networks. “Peter understands the complexities of delivering and managing critical customer networks and infrastructure and has a strong track record as CEO building a large global growth company from its early stages. We look forward to the valuable insights he will bring to Silver Spring.”
Peter has served as the Executive Chairman of Equinix since 2007 and served as the Chief Executive Officer and Director from 2000 to 2007. Previous to joining Equinix, Peter held various leadership positions at UUNET and began his career at CompuServe.
“Silver Spring is an industry pioneer,” said Peter Van Camp. “The long-term strength of its business and the transformational potential of its technology innovations are the most exciting that I see in the industry today. I look forward to working with Scott and the team as Silver Spring continues its growth, expands into new markets, and unlocks more value for customers.”
About Silver Spring Networks
Silver Spring Networks is a leading networking platform and solutions provider for smart energy networks. Silver Spring’s pioneering IPv6 networking platform, with 17.5 million Silver Spring enabled devices delivered, is connecting utilities to homes and businesses throughout the world with the goal of achieving greater energy efficiency for the planet. Silver Spring’s innovative solutions enable utilities to gain operational efficiencies, improve grid reliability, and empower consumers to monitor and manage energy consumption. Silver Spring Networks customers include major utilities around the globe such as Baltimore Gas & Electric, CitiPower & Powercor, Commonwealth Edison, CPS Energy, Florida Power & Light, Jemena Electricity Networks Limited, Pacific Gas & Electric, Pepco Holdings, Progress Energy and Singapore Power, among others. To learn more, please visit www.silverspringnet.com.
Contacts
Tricia Gugler
Investor Relations
650-839-4504
tgugler@silverspringnet.com
Noel Hartzell
Global Communications
650-839-4184
nhartzell@silverspringnet.com
# # # #
Forward-Looking Statements
This press release contains forward-looking statements about Silver Spring Networks’ expectations, plans, intentions, and strategies, including, but not limited to statements regarding Silver Spring’s plans for growth and expansion. Statements including words such as “anticipate”, “believe”, “estimate”, “expect” or “future” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties include those described in Silver Spring Networks’ documents filed with or furnished to the Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to Silver Spring Networks as of the date hereof. Silver Spring Networks assumes no obligation to update these forward-looking statements.