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): July 8, 2024
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (510 ) 352-5000
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:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Arrangement of Certain Officers
On July 8, 2024, the Board of Directors (the “Board”) of TriNet Group, Inc. (the “Company”) appointed Brian Evanko as a director to fill a vacancy on the Board, with immediate effect. Mr. Evanko will serve as a Class I Director, and as such will serve until the Company’s 2027 Annual General Meeting of Stockholders and until his successor is duly elected and qualified, or until his services cease sooner in the event of his earlier death, resignation, or removal. Effective July 8, 2024, the Board also appointed Mr. Evanko to the Finance and Audit Committee of the Board.
There is no arrangement or understanding between Mr. Evanko, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Evanko was selected as a director. Mr. Evanko is the Executive Vice President and Chief Financial Officer of The Cigna Group (“Cigna”), a vendor of the Company for at least the last ten years. In 2023, the Company paid Cigna $694,165.58. In connection with Mr. Evanko’s appointment, the Finance and Audit Committee was briefed on these transactions in accordance with the Company’s policies. Pursuant to the terms of the Company’s existing contractual arrangements with Cigna, in 2024 the Company expects to continue to make payments to Cigna that will now be considered related party transactions under the Company's Related Person Transaction Policy and Item 404 of Regulation S-K. The Finance and Audit Committee will review future payments to and transactions involving Cigna in accordance with the Company’s policies and applicable law, which will include Mr. Evanko’s recusal from review of such matters. The Board determined that Mr. Evanko is independent within the meaning of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) thereunder, and the listing standards of the New York Stock Exchange.
Mr. Evanko will receive compensation for his service on the Board in accordance with the Board’s Amended and Restated Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”), as described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders, filed with the SEC on April 11, 2024. Mr. Evanko is expected to enter into the Company’s standard form of indemnification agreement.
A copy of the press release announcing Mr. Evanko’s appointment to the Board is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | ||||
| 99.1 | Press Release, dated July 9, 2024. | ||||
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | ||||
INDEX TO EXHIBITS
| Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | ||||
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.
| TriNet Group, Inc. | |||||||||||||||||||||||||||||||||||
| Date: | July 8, 2024 | By: | /s/ Samantha Wellington | ||||||||||||||||||||||||||||||||
| Samantha Wellington | |||||||||||||||||||||||||||||||||||
| Executive Vice President, Business Affairs, Chief Legal Officer and Secretary | |||||||||||||||||||||||||||||||||||