8-K

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): January 13, 2014 (January 10, 2014)

Electronics For Imaging, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-18805	94-3086355
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6750 Dumbarton Circle

Fremont, California 94555

(Address of Principal Executive Offices)

(650) 357-3500

(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 10, 2014, the Board of Directors (the “Board”) of Electronics For Imaging, Inc. (the “Company”) appointed David Reeder, 38, as its Chief Financial Officer effective January 16, 2014. Also on January 10, 2014, the Board appointed Marc Olin, 49, as its Chief Operating Officer effective January 16, 2014.

Since July 2012, Mr. Reeder served as Vice President, Finance of Cisco Systems, Inc.’s Enterprise Networking Division. Prior to that role, Mr. Reeder served as Vice President & Managing Director, Asian Operations as well as Senior Director, Controller, for Broadcom Corporation (“Broadcom”). Mr. Reeder served at Broadcom from October 2007 through June 2012. Mr. Reeder holds a MBA from Southern Methodist University and a B.S. in Chemical Engineering from the University of Arkansas.

There are no arrangements or understandings between Mr. Reeder and any other persons pursuant to which he was selected as Chief Financial Officer. There are also no family relationships between Mr. Reeder and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Since September 2013, Mr. Olin has served as Interim Chief Financial Officer of the Company. Mr. Olin joined the Company in 2003 when the Company acquired Printcafe Software. Since 2003, Mr. Olin has served in various roles at the Company, most recently, since 2006, as Senior Vice President and General Manager of EFI Productivity Software. Mr. Olin holds a B.S. in Graphic Communications Management and Applied Mathematics from Carnegie Mellon University.

There are no arrangements or understandings between Mr. Olin and any other persons pursuant to which he was selected as Chief Operating Officer. There are also no family relationships between Mr. Olin and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Compensation Arrangements for Mr. Reeder. The Committee approved an offer letter and an employment agreement for Mr. Reeder. The offer letter and employment agreement provide the following compensation arrangements for Mr. Reeder in connection with his appointment as Chief Financial Officer: an annual base salary of $350,000 and a target annual bonus amount of 70% of his annual base salary, with his actual bonus to be determined based on performance measurements determined by the Committee at such time when the executive officers’ annual bonus program is approved, and subject to the terms and conditions of such program. In addition, the Committee approved the Company’s grant to Mr. Reeder, as of the effective date of his appointment as Chief Financial Officer, of an award of 51,638 performance-based vesting restricted stock units under the Plan and an award of 77,459 time-based vesting restricted stock units under the Plan. The restricted stock units are, subject to vesting, payable in an equal number of shares of the Company’s common stock. 25,819 of the performance-based vesting restricted stock units will vest based on the average of the per-share closing prices of the Company’s common stock over a period of 90 consecutive trading days. 8,606 restricted stock units will vest on the date such average of the closing prices equals or exceeds $46, 8,606 restricted stock units will vest on the date such average of the closing prices equals or exceeds $53, and 8,607 restricted stock units will vest on the date such average of the closing prices equals or exceeds $60, in each case subject to Mr. Reeder’s continued employment through that date. 25,819 restricted stock units will vest in the event that the Company achieves at least $1 billion in revenue and $2.50 in non-GAAP earnings per share over any four consecutive quarters on or before December 31, 2016 which corresponds to the Company’s stated revenue and non-GAAP earnings per share targets to be achieved by 2016, subject to Mr. Reeder’s continued employment through the vesting date. The time-based vesting restricted stock units are scheduled to vest in installments as follows, in each case subject to Mr. Reeder’s continued employment through the applicable vesting date:

Percentage of Time-Based Units Vesting	Vesting Date
25%	July 16, 2014
16-2/3%	July 16, 2015
16-2/3%	January 16, 2016
16-2/3%	January 16, 2017
25%	July 16, 2017

Mr. Reeder’s employment agreement also generally provides that, if Mr. Reeder’s employment is terminated by the Company without cause, or by Mr. Reeder for good reason, Mr. Reeder will be paid a severance benefit equal to 12 months of his base salary and his annual bonus for the year in which the termination occurs (pro-rated for the portion of the year he was actually employed by the Company), and he will be entitled to six months of additional vesting for his Company equity awards that are subject to time-based vesting requirements, any unvested Company equity awards that vest based on the Company’s stock price will remain outstanding and will vest if the applicable performance condition(s) are satisfied in the six-month period following the termination of employment, and any other performance-based vesting Company equity awards granted to Mr. Reeder will vest (if the applicable performance condition(s) are satisfied following the

termination of employment) on a pro-rated basis. If such a termination of Mr. Reeder’s employment occurs within 24 months following certain change in control events involving the Company, Mr. Reeder will instead be paid a severance benefit equal to 18 months of his base salary and his target annual bonus for the year in which the termination occurs, and his Company equity awards will vest in full. In any such circumstances, Mr. Reeder’s severance benefits would be subject to his providing a release of claims to the Company.

In connection with his appointment as Chief Financial Officer of the Company, Mr. Reeder will be provided with an Indemnity Agreement in the form attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2008.

Compensation Arrangements for Mr. Olin. The Compensation Committee of the Board (the “Committee”) approved the following compensation arrangements for Mr. Olin in connection with his appointment as Chief Operating Officer: commencing January 16, 2014, an annual base salary of $310,000 and a target annual bonus amount of 70% of his annual base salary, with his actual bonus to be determined based on performance measurements determined by the Committee at such time when the executive officers’ annual bonus program is approved, and subject to the terms and conditions of such program. In addition, the Committee approved the Company’s grant to Mr. Olin, as of the effective date of his appointment as Chief Operating Officer, of an award of 20,654 performance-based vesting restricted stock units under the Company’s 2009 Equity Incentive Award Plan (the “Plan”) and an award of 7,745 time-based vesting restricted stock units under the Plan. The restricted stock units are, subject to vesting, payable in an equal number of shares of the Company’s common stock. 7,745 of the performance-based vesting restricted stock units will vest based on the average of the per-share closing prices of the Company’s common stock over a period of 90 consecutive trading days. 2,581 restricted stock units will vest on the date such average of the closing prices equals or exceeds $43, 2,582 restricted stock units will vest on the date such average of the closing prices equals or exceeds $53, and 2,582 restricted stock units will vest on the date such average of the closing prices equals or exceeds $60, in each case subject to Mr. Olin’s continued employment through that date. 12,909 restricted stock units will vest in the event that the Company achieves at least $1 billion in revenue and $2.50 in non-GAAP earnings per share over any four consecutive quarters on or before December 31, 2016 which corresponds to the Company’s stated revenue and non-GAAP earnings per share targets to be achieved by 2016, subject to Mr. Olin’s continued employment through the vesting date. One-third of the time-based vesting restricted stock units are scheduled to vest on each of January 16, 2015, January 16, 2016, and January 16, 2017, in each case subject to Mr. Olin’s continued employment through that date.

Mr. Olin’s employment agreement also generally provides that, if Mr. Olin’s employment is terminated by the Company without cause, or by Mr. Olin for good reason, Mr. Olin will be paid a severance benefit equal to 12 months of his base salary and his annual bonus for the year in which the termination occurs (pro-rated for the portion of the year he was actually employed by the Company), and he will be entitled to six months of additional vesting for his Company equity awards that are subject to time-based vesting requirements, any unvested Company equity awards that vest based on the Company’s stock price will remain outstanding and will vest if the applicable performance condition(s) are satisfied in the six-month period following the termination of employment, and any other performance-based vesting Company equity awards granted to Mr. Olin will vest (if the applicable performance condition(s) are satisfied following the termination of employment) on a pro-rated basis. If such a termination of Mr. Olin’s employment occurs within 24 months following certain change in control events involving the Company, Mr. Olin will instead be paid a severance benefit equal to 12 months of his base salary and his target annual bonus for the year in which the termination occurs, and his Company equity awards will vest in full. In any such circumstances, Mr. Olin’s severance benefits would be subject to his providing a release of claims to the Company.

The Indemnity Agreement Mr. Olin entered into with the Company in connection with his appointment as Interim Chief Financial Officer of the Company continues in effect.

Item 7.01  Regulation FD Disclosure.

On January 13, 2014, the Company issued a press release announcing the management changes set forth in Item 5.02 of this Form 8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 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 under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 13, 2014 — EFI Appoints David Reeder Chief Financial Officer, Names Marc Olin Chief Operating Officer

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.

Date: January 13, 2014	ELECTRONICS FOR IMAGING, INC.
	By:	/s/ Guy Gecht
	Name:	Guy Gecht
	Title:	Chief Executive Officer, President

INDEX TO EXHIBITS FILED WITH

THE CURRENT REPORT ON FORM 8-K DATED JANUARY 13, 2014

Exhibit No.	Description
99.1	Press Release dated January 13, 2014 — EFI Appoints David Reeder Chief Financial Officer, Names Marc Olin Chief Operating Officer

EX-99.1

Exhibit 99.1

EFI APPOINTS DAVID REEDER CHIEF FINANCIAL OFFICER,

NAMES MARC OLIN CHIEF OPERATING OFFICER

FREMONT, California, Jan. 13, 2014 (GLOBE NEWSWIRE) — Electronics For Imaging, Inc. (Nasdaq:EFII ), a world leader in customer-focused digital printing innovation, today announced two executive appointments to deepen its management team and position the Company for further global growth.

EFI has appointed David Reeder Chief Financial Officer, following his recent experience as the head of finance for Cisco’s Enterprise Networking Group. In addition, Marc Olin, currently Senior Vice-President and General Manager of the Productivity Software Group, has been named to the newly created position of Chief Operating Officer.

“Following a comprehensive search, I am very pleased to welcome David Reeder to EFI’s executive team,” said Guy Gecht, EFI’s Chief Executive Officer. “David was our clear first choice with his extensive background in both finance and operations at Cisco, Broadcom, and Texas Instruments which make him a tremendous asset to EFI’s diverse business. In addition, David’s significant global experience is a terrific fit as EFI further expands our geographic footprint, a key element of our growth strategy.”

David Reeder most recently held the position of VP, Finance of Cisco’s System’s $16 Billion Enterprise Networking Division, where he was responsible for all financial aspects of Cisco’s largest business group. Prior to that role, Reeder served at Broadcom Corporation as Vice President & Managing Director, Asian Operations, after serving as Controller for Broadcom’s U.S. Manufacturing and Operations. Before joining Broadcom Reeder held various financial and operational positions with Texas Instruments. David Reeder holds a Master’s degree in Business Administration from Southern Methodist University and a B.S. in Chemical Engineering from the University of Arkansas.

“EFI has done a terrific job developing a unique portfolio of innovative products and executing on its global growth strategy,” said Reeder. “I believe the Company has just begun to realize its opportunity. I am very excited to join this talented team and committed to executing on the opportunity as we grow EFI to its $1 Billion revenue target — and beyond.”

Marc Olin, who has served as the Company’s Interim Chief Financial Officer since September, 2013, has been appointed to the newly created role of Chief Operating Officer. A search is underway to fill Marc Olin’s previous position as General Manager, Productivity Software Business.

“Marc’s robust performance as an Interim CFO for the past several months and his outstanding leadership in the accelerated growth of our Productivity Software have convinced us that EFI will benefit from expanding Marc’s role,” said Gecht. “We are looking forward to having Marc take on additional responsibilities, including helping to expand our inkjet business both organically and through strategic acquisitions.”

Marc Olin joined EFI in 2003 when the Company acquired PrintCafe, where he was CEO and Co-Founder. The acquisition launched EFI’s entry into the commercial print software market, with Olin helping to

grow the business from annual revenues of $35 Million to over $110 Million. Marc Olin holds a BS in Graphic Communications Management and Applied Mathematics from Carnegie Mellon University.

About EFI

EFI™ (www.efi.com) is a worldwide provider of products, technology and services leading the transformation of analog to digital imaging. Based in Silicon Valley, with offices around the globe, the company’s powerful integrated product portfolio includes digital front-end servers; superwide, wide-format, label and ceramic inkjet presses and inks; production workflow, web to print, and business automation software; and office, enterprise and mobile cloud solutions. These products allow users to produce, communicate and share information in an easy and effective way, and enable businesses to increase their profits, productivity, and efficiency.

Follow EFI Online:

Follow us on Twitter: @EFI_Print_Tech

Find us on Facebook: www.facebook.com/EFI.Digital.Print.Technology

View us on YouTube: www.youtube.com/EFIDigitalPrintTech

Safe Harbor for Forward Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to statements of the plans, strategies, revenue growth and objectives of management for future operations; any statements concerning the composition of the management team; any statements regarding anticipated operational and financial results and EFI’s growth strategy; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are subject to certain risks and uncertainties that could cause our actual future results to differ materially, or cause a material adverse impact on our results. Potential risks and uncertainties include, but are not necessarily limited to, management’s ability to forecast revenues, expenses and earnings, especially on a quarterly basis; the market prices of the Company’s common stock; competition and/or market factors, which may adversely affect margins; litigation involving intellectual property rights or other related matters; our ability to successfully integrate acquired businesses, without operational disruption to our existing businesses; differences between the financial results as filed with the SEC and the preliminary results included in our earnings or other press releases due to the complexity in accounting rules; and any other risk factors that may be included from time to time in the Company’s SEC reports.

The statements in this press release are made as of the date of this press release. EFI undertakes no obligation to update information contained in this press release. For further information regarding risks and uncertainties associated with EFI’s businesses, please refer to the section entitled “Factors That Could Adversely Affect Performance” in the Company’s SEC filings, including, but not limited to, its annual report on Form 10-K and its quarterly reports on Form 10-Q, copies of which may be obtained by

contacting EFI’s Investor Relations Department by phone at 650-357-3828 or by email at investor.relations@efi.com or EFI’s Investor Relations website at http://www.efi.com.

Contact:

Market Street Partners

JoAnn Horne

415.445.3233