0001558370-15-000406.txt : 20150327 0001558370-15-000406.hdr.sgml : 20150327 20150327162410 ACCESSION NUMBER: 0001558370-15-000406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150325 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150327 DATE AS OF CHANGE: 20150327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XOOM Corp CENTRAL INDEX KEY: 0001315657 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 943401054 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35801 FILM NUMBER: 15731288 BUSINESS ADDRESS: STREET 1: 425 MARKET STREET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-660-1089 MAIL ADDRESS: STREET 1: 425 MARKET STREET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: XOOM CORP DATE OF NAME CHANGE: 20050127 8-K 1 xoom-20150325x8k.htm 8-K 8-K_Folio

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): March 25, 2015

 

 

Xoom Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

001-35801

 

94-3401054

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

425 Market Street, 12th Floor

San Francisco, CA 94105

(Address of principal executive offices, including zip code)

(415) 777-4800 

(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))

 

 

 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)  On March 25, 2015, Keith Rabois provided notice of his intention to resign from the board of directors (the “Board”) of Xoom Corporation (the “Company”), effective immediately following the Company’s annual meeting of stockholders, currently scheduled to be held on May 28, 2015.  Mr. Rabois’ departure is not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. 

Mr. Rabois is an independent director of the Company and serves as a member of the Nominating and Corporate Governance Committee and Compliance Committee of the Board.

(d) On March 26, 2015, the Board appointed Mr. Tom Killalea to serve as a Class III director to hold office until the Company’s 2016 annual meeting of stockholders or until his successor has been duly elected and qualified, subject to his earlier resignation or removal.

Mr. Killalea spent sixteen years at Amazon.com, Inc. where he served in various leadership roles, most recently as its Vice President of Technology for the Kindle Content Ecosystem. Mr. Killalea is currently advising several private technology-driven companies. Mr. Killalea holds a Bachelor degree in Education from the National University of Ireland, and a Bachelor of Science degree in Computer Science from Trinity College in Dublin.  

The Board has determined that Mr. Killaea qualifies as an independent director under the rules of the NASDAQ Stock Market LLC. Mr. Killalea has not been appointed to serve on any committee of the Board. Any committee service will be determined by the Board and will be disclosed at the time of such future determination. There are no understandings or arrangements between Mr. Killalea and any other person pursuant to which Mr. Killalea was appointed as a director. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Killalea and the Company.

Mr. Killalea will receive compensation pursuant to the Company’s non-employee director compensation practices described in the Company’s annual proxy statement filed with the Securities and Exchange Commission on April 16, 2014. The Company will enter into its standard form of Indemnification Agreement with Mr. Killalea in connection with his appointment to the Board.

A copy of the press release announcing Mr. Rabois’ resignation and Mr. Killalea’s appointment to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

July

 

 

 

Exhibit No.

    

Description of Exhibits

 

10.1*

 

Form of Indemnification Agreement

 

99.1

 

Press release dated March 27, 2015, titled “Xoom Announces Appointment of Tom Killalea to Board of Directors and Resignation of Keith Rabois”

 

 

 

* Previously filed on January 11, 2013 as Exhibit 10.4 to the Company’s Registration Statement on Form S-1

 

 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.

 

 

 

Date:  March 27, 2015

 

 

XOOM CORPORATION

 

 

 

By:

/s/ John Kunze

 

 

John Kunze

 

 

Chief Executive Officer

 

 

EXHIBIT INDEX

 

Uly

 

 

 

Exhibit No.

    

Description of Exhibits

 

10.1*

 

Form of Indemnification Agreement

 

99.1

 

Press release dated March 27, 2015, titled “Xoom Announces Appointment of Tom Killalea to Board of Directors and Resignation of Keith Rabois”

 

 

* Previously filed on January 11, 2013 as Exhibit 10.4 to the Company’s Registration Statement on Form S-1

 

 

 

EX-99.1 2 xoom-20150325ex9915646ba.htm EX-99.1 Exhibit 991

Exhibit 99.1

 

Xoom Announces Appointment of Tom Killalea to Board of Directors and Resignation of Keith Rabois

SAN FRANCISCO, Calif., March 27, 2015 – Xoom Corporation (NASDAQ: XOOM), a leading digital money transfer provider, today announced the appointment of Tom Killalea to its Board of Directors, effective immediately. Mr. Killalea will join as an independent board member. Xoom also announced that Keith Rabois has resigned from the board of directors effective following the Company’s annual meeting, currently scheduled to be held on May 28, 2015.

“Tom’s deep curiosity, insightful approach to complex business problems, and extensive product, technology, and security experience uniquely position him to bring a fresh perspective to the business, and I am delighted to welcome him to our Board of Directors,” said John Kunze, president and chief executive officer, Xoom. “On behalf of the entire Xoom team, I would also like to thank Keith for his eleven years of service as a director at Xoom. He has been here since the beginning, and it was his invaluable counsel and entrepreneurial spirit that helped make Xoom what it is today.”

Mr. Killalea spent sixteen years at Amazon, where he was Amazon’s first chief information security officer and led the infrastructure and distributed systems team, which later became an important part of the AWS platform. While there, he also led the product development and engineering teams for the Kindle Content Ecosystem, where he advanced the Kindle reading experience by creating innovative features such as X-Ray and Popular Highlights, and built the AmazonPublishing technology platform.

Mr. Killalea is advising several private companies at present, including ORRECO, which provides bioinformatics to world class athletes, Profitero, which delivers global ecommerce intelligence for brands and retailers, and Satellogic, which is building commercial-grade, affordable earth observation. He graduated from Trinity College in Dublin, Ireland with a Bachelors in Computer Science and he also holds a Bachelors in Education from the National University of Ireland.

“In Xoom, I see a company that is using transformative innovation to do well while doing good,” said Mr. Killalea. “It connects people across borders, strengthens those connections in ways that really matter to recipients in need, and as it rolls out Bill Pay, it will enable senders to assume responsibility for specific financial obligations.”

About Xoom

Xoom is a leading digital money transfer provider that enables consumers to send money to and pay bills for family and friends around the world in a secure, fast and cost-effective way, using their mobile phone, tablet or computer. During the 12 months ended December 31, 2014, Xoom’s more than 1.2 million active customers sent approximately $6.9 billion with Xoom. The company is headquartered in San Francisco and can be found online at www.xoom.com.

 

(Xoom-f)

 

Contacts: 

 

Sharrifah Al-Salem, CFA

Director of Investor Relations

415-660-1256

IR@xoom.com