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 1, 2015
SHORETEL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33506 | 77-0443568 | |
(Commission File Number) | (IRS Employer Identification No.) | |
960 Stewart Drive, Sunnyvale, CA |
94085 | |
(Address of Principal Executive Offices) | (Zip Code) |
(408) 331-3300
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 October 1, 2015, Josef Vejvoda was appointed as a Class II director of the Board of Directors (the “Board”) of ShoreTel, Inc. (the “Company”) to serve in such capacity until the annual meeting of stockholders of the Company to be held in 2017. The size of the Board has been increased from seven to eight members.
Mr. Vejvoda will serve on the Compensation and Corporate Governance and Nominating Committees of the Board. Pursuant to the Company’s non-employee director compensation policy, Mr. Vejvoda will receive an annual cash retainer of $40,000, plus $4,000 per year for service on the Corporate Governance and Nominating Committee and $5,000 per year for service on the Compensation Committee. Non-employee directors may elect to receive a fully-vested award of common stock in lieu of the annual cash retainer. Should he make this election, Mr. Vejvoda will receive shares having a value of 120% of the cash retainer. Mr. Vejvoda was also granted an initial option to purchase 40,000 shares of our common stock at an exercise price of $7.41 per share, the fair market value on the date of grant. The option will have a ten-year term and terminate three months following the date Mr. Vejvoda ceases to be one of the Company’s directors, or 12 months afterwards if termination is due to death or disability. The option grant will vest and become exercisable as to 1/48th of the shares each month after the grant date over four years. The vesting of the stock option grant will accelerate in full in connection with a change of control of the Company. In addition, as a new independent director, Mr. Vejvoda will receive 11,000 restricted stock units on the date of the first annual stockholders meeting occurring after his first anniversary as a Board member and on the date of each annual stockholders meeting thereafter.
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.
SHORETEL, INC. |
|||
By: |
/s/ Allen Seto VP and General Counsel |
Date: October 1, 2015
ShoreTel Appoints New Board Member
SUNNYVALE, Calif., Oct. 2, 2015 /PRNewswire/ -- ShoreTel® (NASDAQ: SHOR), the leading provider of brilliantly simple phone systems and unified communications (UC) solutions, today announced the appointment of Josef Vejvoda to its board of directors as of October 1, 2015. ShoreTel increased the size of its board of directors from seven to eight members.
Vejvoda has served as a portfolio manager of K2 & Associates Investment Management Inc. since August 2013 and as president of Jove Capital Inc. since October 2004. Previously, he was a managing director, corporate finance of MGI Securities. Earlier in his career he held senior roles and other positions at Merrill Lynch Canada, Bank of Montreal, National Bank Financial and TD Securities. In these roles, Vejvoda invested in and provided strategic advisory services to a number of technology companies.
"We welcome Josef to the ShoreTel board along with his perspective as an institutional investor and board member of publicly traded software and Internet infrastructure companies," said Chuck Kissner, chairperson of the ShoreTel board.
Vejvoda serves on the board of Absolute Software Corporation (TSX) and is a member of its Governance and Nomination Committee and Audit Committee. Previously, Vejvoda was on the board of PNI Digital Media (TSX) and was a member of its Audit Committee and the Chairman of its Compensation Committee. Vejvoda holds a bachelor's of computer science degree from Queen's University. He has also earned the Chartered Investment Manager (CIM®) designation from the Canadian Securities Institute and is a graduate of the Institute of Corporate Directors having earned the ICD.D designation.
About ShoreTel
ShoreTel, Inc. (NASDAQ: SHOR) is a leading provider of brilliantly simple IP phone systems and unified communications solutions powering today's always-on workforce. Its flexible communications solutions for on-premises, cloud and hybrid environments eliminate complexity, reduce costs and improve productivity. Recognized for its industry-leading customer experience and support, ShoreTel's innovative business phones, application integration, collaboration tools, mobility, and contact center applications enable users to communicate and collaborate no matter the time, place or device, with minimal demand on IT resources. ShoreTel is headquartered in Sunnyvale, Calif., and has regional offices and partners worldwide. For more information, visit www.shoretel.com.
ShoreTel and the ShoreTel logo are trademarks or registered trademarks of ShoreTel, Inc. in the United States and/or other countries. All other trademarks, trade names and service marks herein are the property of their respective owners.
Media contact:
Katie Maller
408-962-2786
kmaller@shoretel.com
Investor contact:
Barry Hutton
408-962-2573
bhutton@shoretel.com
Logo - http://photos.prnewswire.com/prnh/20131118/MM19469LOGO
Y-G<
MWFFSPW,5WISZQX=U2,7&EW27MM%) 9X(V\RW66%B45J_H#A7B?A;Z1?@G#P^
MK<1T\@XKI8;"X>O2FU[55<&Z;A7A27(B6273K:=GL],ADR;73[*
M"(EY?.EE6D4G:[8'\BUY_P $&?\ @H+H-H_C/3/A[\.;KQ1&T]Z]OH/Q'\.6
M_C![F8RFXD@U:9;=);Z0YW-]M4R&<[G.6KG?@-_P49_;V_X)[_%23P)\3+OX
MA>)]*\+:E'8>//@#\=]2UN>Z^Q9C,Z>'_$.M+=WOA:]DL\2Z;J5D]YI
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M?_!,/]I36+I8M6;P)X7M&3