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 19, 2014
FLEETMATICS GROUP PLC
(Exact name of registrant as specified in its charter)
| Ireland | 001-35678 | 27-3112485 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| Block C, Cookstown Court Belgard Road Tallaght Dublin 24 Ireland |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +353 (1) 413 1250
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
(d) On March 18, 2014, the Board of Directors (the “Board”) of Fleetmatics Group PLC (the “Company”) appointed Brian Halligan and Allison Mnookin as Class II directors of the Company, to serve until the Company’s 2014 annual meeting of stockholders or until their respective successor is duly elected and qualified.
At the time of appointment, it was not determined whether Mr. Halligan or Ms. Mnookin would sit on any Board committee.
Mr. Halligan’s and Ms. Mnookin’s compensation will be consistent with that provided to all Company non-employee directors, as described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014. In addition, the Company expects to enter into an indemnification agreement with each of Mr. Halligan and Ms. Mnookin in connection with their appointment to the Board, which is expected to be substantially in the same form as previously filed with the Securities and Exchange Commission.
There is no arrangement or understanding pursuant to which Mr. Halligan and Ms. Mnookin were appointed to the Board. There are no family relationships between Mr. Halligan or Ms. Mnookin and any director or executive officer of the Company, and neither Mr. Halligan nor Ms. Mnookin has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On March 19, 2014, the Company issued a press release announcing Mr. Halligan’s and Ms. Mnookin’s appointment to the Board as discussed in Item 5.02(d) of this Report on Form 8-K. The full text this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Fleetmatics Press Release “Fleetmatics Group Expands its Board of Directors with Appointment of HubSpot CEO and Co-Founder, Brian Halligan and Intuit Vice President and General Manager, Allison Mnookin”. | |
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, thereunto duly authorized.
| FLEETMATICS GROUP PLC | ||||||
| Date: March 19, 2014 | By: | /s/ Stephen Lifshatz | ||||
| Name: | Stephen Lifshatz | |||||
| Title: | Chief Financial Officer Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | |||||
Exhibit 99.1
Fleetmatics Group Expands its Board of Directors with Appointment of HubSpot CEO and Co-Founder, Brian Halligan and Intuit Vice President and General Manager, Allison Mnookin
DUBLIN and BOSTON – March 19, 2014 – Fleetmatics Group PLC (NYSE: FLTX), a leading global provider of fleet management solutions for commercial fleet vehicles delivered as software-as-a-service (SaaS), today announced that it has appointed HubSpot CEO and Co-Founder, Brian Halligan and Intuit Vice President and General Manager, Allison Mnookin, to its Board of Directors. The appointments were effective on March 18, 2014.
Halligan co-founded HubSpot, a leading inbound marketing software company based in Cambridge, MA, in 2006 to help businesses transform the way they market their products. Over 10,000 companies leverage HubSpot’s software and services to drive marketing and sales efficiency, and under Halligan’s leadership, the company has been widely recognized for its rapid growth, innovative culture, and transformative approach to marketing. He was named an Ernst & Young Entrepreneur of the Year 2011 New England award recipient, and co-authored Inbound Marketing. He received a Bachelor of Science degree in Electronic Engineering from the University of Vermont and an MBA from MIT Sloan School of Management, where he currently serves as a Senior Lecturer.
Mnookin is VP and General Manager of Intuit QuickBase, a product which allows workgroups to build customer solutions that enable their productivity. She’s held several positions at Intuit during her tenure, including general manager in Intuit’s Small Business Division where she was responsible for leading a $500M portfolio of businesses including QuickBooks. Prior to joining Intuit in 1998, she held several sales and product marketing positions with Oracle Corporation. Mnookin received an MBA from Harvard Business School and a BA from Harvard College.
Jim Travers, Fleetmatics CEO and Chairman of the Board, said of the new appointments, “Both Brian and Allison have an undoubtedly strong track record in helping SMB customers drive increased productivity and marketing effectiveness through SaaS-based solutions. The strategic insights and experience they bring to the table will be a valuable addition to the Board, especially as we invest in growing the brand to drive the continued momentum of the business.”
To learn more, visit www.fleetmatics.com.
About Fleetmatics Group PLC
Fleetmatics Group PLC is a leading global provider of fleet management solutions for small and mid-sized businesses delivered as software-as-a-service (SaaS). Our solutions enable businesses to meet the challenges associated with managing local fleets, and improve the productivity of their mobile workforces, by extracting actionable business intelligence from real-time and historical vehicle and driver behavioral data.
Fleetmatics Group’s intuitive, cost-effective Web-based solutions provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage, and other insights into their mobile workforce, enabling them to reduce operating and capital costs, as well as increase revenue. Fleetmatics serves approximately 22,000 customers, with over 445,000 subscribed vehicles worldwide.
Fleetmatics Group’s solutions are marketed both under the Fleetmatics and SageQuest brands.
Source: Fleetmatics Group PLC
Media Contact:
Juli Burda, Fleetmatics
Juli.Burda@fleetmatics.com
Office: +1 847-378-4398
Mobile: +1 847-877-7277