0000356028-15-000037.txt : 20150312 0000356028-15-000037.hdr.sgml : 20150312 20150312162904 ACCESSION NUMBER: 0000356028-15-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150312 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: 20150312 DATE AS OF CHANGE: 20150312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CA, INC. CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 15696241 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 1-800-225-5224 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 8-K 1 a20150312-cainc8xkxelectio.htm CA, INC. 8-K 20150312 - CA, Inc. 8-K - Election of Director (Katz)


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: March 12, 2015
(Date of earliest event reported)

CA, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-9247
(Commission File Number)
 
13-2857434
(IRS Employer Identification No.)
 
 
 
520 Madison Avenue
New York, New York
(Address of principal executive offices)
 
10022
(Zip Code)

(800) 225-5224
(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 (see General Instruction A.2. below):

¨ 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.
On March 12, 2015, the Board of Directors of CA, Inc. (the "Company") elected Jeffrey G. Katz as a member of the Board. Mr. Katz has been named as a member of the Audit Committee and the Compliance and Risk Committee of the Board. Mr. Katz will receive compensation as a non-employee director in accordance with the Company's non-employee director compensation practices described in the Company's annual proxy statement and further described from time to time in exhibits to the Company's periodic reports filed with the Securities and Exchange Commission. A copy of a Company press release announcing the election is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
CA, Inc. press release dated March 12, 2015 relating to the election of Jeffrey G. Katz as a member of the Board of Directors of CA, Inc.





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.
 
 
CA, Inc.
 
 
 
 
Date:
March 12, 2015
By:
/s/ C.H.R. DuPree
 
 
 
C.H.R. DuPree
 
 
 
Senior Vice President, Chief Governance Counsel, and Corporate Secretary


Exhibit Index
Exhibit No.
Description
99.1
CA, Inc. press release dated March 12, 2015 relating to the election of Jeffrey G. Katz as a member of the Board of Directors of CA, Inc.




EX-99.1 2 exhibit991-pressreleasexel.htm EXHIBIT 99.1 Exhibit 99.1 - Press Release - Election of Director (Katz)
Exhibit 99.1

Jeffrey G. Katz Elected to CA Technologies Board of Directors

Seasoned Technology Executive Brings Exceptional Business and Operational Expertise

NEW YORK - March 12, 2015 – CA Technologies (NASDAQ:CA) today announced that Jeffrey G. Katz, 59, has been elected to its Board of Directors, effective immediately. Katz also has been named as a member of the Board’s Audit Committee and Compliance and Risk Committee.

“The Board will greatly benefit from Jeff’s extensive technology and business experience managing high-performance organizations as well as his considerable operational expertise,” said Art Weinbach, chairman, CA Technologies. “Jeff’s appointment is also indicative of the Board’s ongoing assessment of its collective skills, experience and expertise. We are delighted to welcome him.”

Katz’s appointment brings the Board membership to 12, 11 of whom are independent.

Katz is a seasoned leader in the technology industry, having served as founding chairman, president and chief executive officer of Orbitz Worldwide, Inc., a global online travel company.

Most recently, Katz served as chief executive officer of Wize Commerce, Inc., a provider of online monetization and traffic acquisition technology solutions. Prior to joining Wize Commerce in 2010, Katz served for five years at LeapFrog Enterprises, Inc., a provider of digital educational entertainment solutions for children, in a number of executive level positions, including executive chairman, president and chief executive officer.

Previously, Katz held several executive level positions including chief executive officer of Swissair, formerly Switzerland’s national airline.

Katz has served on the board of R.R. Donnelley & Sons Company, a digital and print communications business, since 2013. He formerly served on the boards of Digital River, Inc., a provider of online commerce, payments and marketing solutions, LeapFrog Enterprises, Northwest Airlines Corporation and Orbitz.

Katz earned a Master of Science degree from the Massachusetts Institute of Technology, a Master of Science degree in Mechanical Engineering from Stanford University and a Bachelor of Science degree in Mechanical Engineering from the University of California, Davis.

About CA Technologies

CA Technologies (NASDAQ: CA) creates software that fuels transformation for companies and enables them to seize the opportunities of the application economy. Software is at the heart of every business, in every industry. From planning to



development to management and security, CA is working with companies worldwide to change the way we live, transact and communicate – across mobile, private and public cloud, distributed and mainframe environments. Learn more at ca.com.

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Copyright © 2015 CA, Inc. All Rights Reserved. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

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Jennifer Hallahan
CA Technologies
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jennifer.hallahan@ca.com