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, 2018
TINTRI, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-38117 | 26-2906978 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
303 Ravendale Drive
Mountain View, California 94043
(Address of principal executive offices including zip code)
(650) 810-8200
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Chief Financial Officer
On March 19, 2018, Ian Halifax notified Tintri, Inc. (the “Company”) of his resignation as the Company’s Chief Financial Officer, effective as of April 30, 2018. The board of directors of the Company (the “Board”) has initiated a search for Mr. Halifax’s successor as Chief Financial Officer. Mr. Halifax has agreed to assist in the orderly transition of his CFO responsibilities. On March 23, 2018, the Company issued a press release announcing Mr. Halifax’s retirement as Chief Financial Officer, a copy of which press release is filed herewith as Exhibit 99.1 and incorporated in its entirety by reference herein.
Resignation of Chief Executive Officer and Director
On March 20, 2018, Ken Klein resigned as the Chief Executive Officer and member of the Board, each effective as of the date that Tom Barton commences employment as the Company’s Chief Executive Officer and member of the Board, which is expected to be April 2, 2018.
In connection with his resignation, the Company entered into a transition agreement and release with Mr. Klein in which it agreed to grant Mr. Klein restricted stock units (“RSUs”) covering a number of shares of the Company’s common stock (“Shares”) equal to (a) $600,000 divided by (b) the average closing trading price of a Share for the 10 trading days ending on (and including) the trading day prior to the grant date and which will vest and settle in full on the date of the effectiveness of a supplemental release in favor of the Company. The Company also agreed to provide Mr. Klein with reimbursement for up to 12 months of COBRA premiums to continue health insurance coverage for him and his eligible dependents. Upon the date of the effectiveness of the supplemental release, each of his then-outstanding equity awards will vest and, to the extent applicable, become exercisable, in an additional number of Shares equal to that portion of such equity award that otherwise would have vested had Mr. Klein remained in service with the Company for an additional six months following his separation effective date.
The foregoing description of the transition agreement and release between Mr. Klein and the Company does not purport to be complete and is qualified in its entirety by reference to the agreement, which will be filed as an exhibit to our Annual Report on Form 10-K for the year ended January 31, 2018.
Resignation of Director
On March 21, 2018, John Bolger resigned from the Board and all committees thereof, effective immediately, due to health reasons. Mr. Bolger did not resign due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Effective as of March 21, 2018, the Board appointed Peter Sonsini, a member of the Board, as a member of the Audit Committee of the Board (the “Audit Committee”) to fill the vacancy created by Mr. Bolger’s resignation. The Company intends to seek a candidate to serve on the Board and the Audit Committee with the financial expertise required by NASDAQ Marketplace Rule 5605(c)(2)(A) and within the period prescribed by NASDAQ Marketplace Rule 5605(c)(4)(B).
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 including those related to Mr. Halifax’s transition and our search for a new CFO, the composition of our Board and management team, the addition of members in the future to our Board and the Audit Committee, Mr. Barton’s start date and Mr. Klein’s and Mr. Halifax’s separation dates, and separation benefits to be awarded to Mr. Klein that are subject to the occurrence of future events. Such forward-looking statements are based on current expectations, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s business generally is subject to a number of risks which are described more fully in the Company’s prospectus filed with the Securities and Exchange Commission in connection with the Company’s initial public offering and its periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Tintri, Inc. dated March 23, 2018. | |
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.
| Tintri, Inc. | ||||||
| Date: March 23, 2018 |
By: |
/s/ Kieran Harty | ||||
| Kieran Harty | ||||||
| CTO and Co-Founder | ||||||
Exhibit 99.1
Tintri Announces CFO Resignation
MOUNTAIN VIEW, Calif. March 23, 2018 – Tintri, Inc. (NASDAQ: TNTR), a leading provider of enterprise cloud platforms, today announced that Ian Halifax, CFO at Tintri, will leave the company on April 30, 2018. Halifax has agreed to assist in the orderly transition of his CFO responsibilities. His departure is not based on any disagreement with the company’s accounting principles or practices or financial statement disclosures.
Kieran Harty, CTO, co-founder and member of the Board of Directors, stated, “I would like to thank Ian for his contributions during his 4-year tenure at Tintri and wish him the best for the future. He has worked with the team to strengthen the company’s balance sheet, significantly reduce operating expenses and reduce our cash burn. We believe that we have the right foundation to move forward.”
Ian Halifax stated, “It has been a privilege to work with such committed employees at Tintri. We have made progress in the past few months and Tintri is well positioned to achieve its strategic goals.”
Tintri has initiated a search for a successor CFO and will name an interim CFO prior to Halifax’s departure.
About Tintri
Tintri (NASDAQ: TNTR) offers an enterprise cloud infrastructure built on a public-cloud like web services architecture and RESTful APIs. Organizations use Tintri all-flash storage with scale-out and automation as a foundation for their own clouds—to build agile development environments for cloud native applications and to run mission-critical enterprise applications. Tintri enables users to guarantee the performance of their applications, automate common IT tasks to reduce operating expenses, troubleshoot across their infrastructure, and predict an organization’s needs to scale—the underpinnings of a modern data center. That’s why leading cloud service providers and enterprises, including Comcast, Chevron, NASA, Toyota, United Healthcare and 20 percent of the Fortune 100, trust Tintri with enterprise cloud.
For more information, visit www.tintri.com and follow us on Twitter: @Tintri.
Forward Looking Statements
This press release contains forward-looking statements, including but not limited to statements relating to Mr. Halifax’s transition and our search for a new CFO, our business prospects, our ability to grow our business, execute on our strategic goals and reduce operating expenses and cash burn, and the composition of our executive management team. These forward-looking statements are not historical facts, and instead are based on our current expectations, estimates, opinions, and beliefs. Consequently, you should not rely on these forward-looking statements. The accuracy of such forward-looking statements depends upon future events, and involves risks, uncertainties, and other factors beyond our control that may cause these statements to be inaccurate and cause our actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by such statements, including, among others: risks associated with a change in executive leadership; our ability to reduce
operating expenses in future periods; our ability to comply with and/or modify terms of our outstanding debt; our ability to attract and retain employees; the rapid evolution of the markets in which we compete; our ability to sustain or manage future growth effectively; factors that could result in the significant fluctuation of our future quarterly operating results, including, among other things, our revenue mix, the timing and magnitude of orders, shipments, and acceptance of our solutions in any given quarter, our ability to attract new and retain existing end-customers, changes in the pricing of certain components of our solutions, and fluctuations in demand and competitive pricing pressures for our solutions; the introduction or acceleration of adoption of competing solutions; failure to develop, or unexpected difficulties or delays in developing, new product features or technology on a timely or cost-effective basis; and other risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our reports on file with the U.S. Securities and Exchange Commission (“SEC”), including our Quarterly Report on Form 10-Q for the quarter ended October 31, 2017, which are available on our investor relations website at https://ir.tintri.com and on the SEC website at www.sec.gov , or that we may file with the SEC following the date of this press release. All statements provided in this release speak only as of the date of this press release and, except as required by law, we assume no obligation to update any forward-looking statements to reflect actual results or subsequent events or circumstances.
© 2018 Tintri, Inc. All rights reserved. Tintri and the Tintri logo are registered trademarks or trademarks of Tintri, Inc. in the United States and other countries. Other brand names mentioned herein are for identification purposes only and may be trademarks of their respective holder(s).
Press contact
Emily Gallagher
Touchdown PR
tintriUS@touchdownpr.com
US: + 1 (512) 373-8500
UK: +44 (0) 1252 717 040
Investor Relations Contact
David Jew
650.772.3838
ir@tintri.com