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):
September 8, 2015
Veeva Systems Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36121 |
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20-8235463 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
4280 Hacienda Drive
Pleasanton, California 94588
(Address of principal executive offices, including zip code)
(925) 452-6500
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
Director Resignation
On September 8, 2015, Mark Armenante resigned from the Board of Directors (the “Board”) of Veeva Systems Inc. (the “Company”) effective upon the Board’s acceptance, which occurred on September 9, 2015. Mr. Armenante’s resignation is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.
Director Appointment
On September 9, 2015, upon the recommendation of the nominating and governance committee, the Board appointed Timothy Barabe to serve as a member of the Board, effective immediately. Mr. Barabe will serve as a Class II director until the annual meeting of the Company’s stockholders in 2018 or until his successor is duly elected and qualified. In addition, Mr. Barabe was appointed as a member of the audit committee of the Board, effective immediately. There is no arrangement or understanding between Mr. Barabe and any other persons pursuant to which Mr. Barabe was elected as a director. Further, Mr. Barabe does not have any family relationships or related party transactions that are required to be disclosed.
In connection with his appointment to the Board, Mr. Barabe received an initial cash retainer of $37,500 and was issued 5,198 restricted stock units (“RSUs”) of the Company’s Class A common stock valued at approximately $131,250 on the date of grant. One-third of these RSUs will vest every three months over a nine-month period, subject to continued service on the Board on the applicable vesting date. Mr. Barabe’s cash and equity compensation was pro-rated to coincide with the Company’s annual director compensation period, which begins in the month of the Company’s annual meeting stockholders. The RSUs are subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and its related grant agreements. In addition, the Company expects to compensate Mr. Barabe pursuant to the non-employee director compensation plan described below. Mr. Barabe has also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 3, 2013.
A copy of a press release issued on September 10, 2015 announcing the appointment of Mr. Barabe to the Board is attached hereto as Exhibit 99.1.
Changes to Committee Membership
On September 9, 2015, the Board approved certain changes to the membership of the committees of the Board. The table below summarizes the membership information for each of the committees of the Board, effective immediately:
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Audit |
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Compensation |
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Nominating and Governance |
Peter P. Gassner |
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Timothy Barabe |
X |
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X* |
Ronald E.F. Codd |
X* |
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X |
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Gordon Ritter |
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X* |
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X |
Paul Sekhri |
X |
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* Chair
Non-Employee Director Compensation
Effective immediately for any new directors appointed to the Board and effective at the next annual meeting of stockholders in 2016 for existing directors, each non-employee member of the Board receives an annual cash retainer of $50,000.
Non-employee members of the Board also receive issuances of RSUs under the 2013 Equity Incentive Plan. On the date of each annual meeting of the Company’s stockholders, each non-employee director who is serving on the Board as of such date will be issued RSUs valued at $150,000 of the Company’s Class A common stock. In addition, the non-executive chairman or lead independent director will receive an additional issuance of RSUs valued at $50,000 of the Company’s Class A common stock. Non-employee members of the audit committee and compensation committee will be issued RSUs valued at $25,000 and $12,500, respectively, of the Company’s Class A common stock with the chairs of those committees issued RSUs valued at $50,000 and $25,000, respectively, of the Company’s Class A common stock. Such annual grants vest quarterly over one year and are valued on the grant date.
The Company also has a policy of reimbursing directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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Press Release dated September 10, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Veeva Systems Inc. |
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By: |
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/s/ JOSH FADDIS |
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Josh Faddis |
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Vice President, General Counsel |
Dated: September 11, 2015
EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
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Press Release dated September 10, 2015. |
Exhibit 99.1
For immediate release
Industry Veteran Tim Barabe Joins Veeva Systems’ Board of Directors
PLEASANTON, CA — Sept. 10, 2015 — Veeva Systems Inc. (NYSE: VEEV), a leading provider of industry cloud solutions for life sciences, today announced Tim Barabe has joined the company’s Board of Directors.
With more than 30 years of industry experience, Barabe has held leadership and CFO positions for numerous life sciences companies, including Novartis and its Sandoz and CIBA Vision subsidiaries, Affymetrix, and Human Genome Sciences. Barabe brings considerable financial acumen and deep knowledge of the life sciences industry to his role as director.
“We are thrilled to have such an accomplished and influential leader join the Veeva board,” said Peter Gassner, founder and CEO of Veeva. “Tim’s long history of financial strategy and stewardship at some of the most successful public and private life sciences companies makes him an ideal choice as we enter our next phase of growth.”
Barabe replaces director Mark Armenante, who is stepping down. “As an early member of the board, Mark has made tremendous contributions to Veeva and we are grateful for his service,” added Gassner.
About Tim Barabe
Tim Barabe has more than 30 years of experience in the life sciences industry, holding a broad range of financial and strategic roles. Barabe served as the chief financial officer and executive vice president at Affymetrix Inc., where he led the company's financial functions as well as the treasury, investor relations, and information technology departments. Previously, he served as senior vice president and chief financial officer at Human Genome Sciences, where he was responsible for working with the leadership team to drive the financial strategy and operations of the company. For more than 20 years, he held senior international executive roles in finance, general management, and strategic planning at Novartis AG, one of the world’s largest pharmaceutical companies. His roles included chief financial officer of the Sandoz Generics Business Unit, president of the CIBA Vision Corporation Specialty Lens Business Franchise, and group vice president and chief financial officer of CIBA Vision Corporation. An active philanthropist, Tim is involved in a range of charitable causes and currently serves on the board of Project Open Hand, a nonprofit based in the San Francisco area.
About Veeva Systems
Veeva Systems Inc. is a leader in cloud-based software for the global life sciences industry. Committed to innovation, product excellence, and customer success, Veeva has more than 300 customers, ranging from the world's largest pharmaceutical companies to emerging biotechs. Veeva is headquartered in the San Francisco Bay Area, with offices in Europe, Asia, and Latin America. For more information, visit www.veeva.com.
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Contact:
Amy Farrell
Public Relations
Veeva Systems Inc.
617-366-7149
pr@veeva.com
® 2015 Veeva Systems Inc. All rights reserved. Veeva and the Veeva logo are trademarks of Veeva Systems Inc.
Veeva Systems Inc. owns other registered and unregistered trademarks.
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