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): May 7, 2014

TRINET GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36373	95-3359658
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 San Leandro Blvd., Suite 400 San Leandro, CA	94577
(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:

¨ 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) Appointment of Director

On May 7, 2014, the Board of Directors (the “Board”) of TriNet Group, Inc. (the “Company”) appointed John H. Kispert to the Board. Mr. Kispert was also appointed to serve on the Compensation Committee of the Board. The Board determined that Mr. Kispert is independent within the meaning of the rules of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Mr. Kispert is entitled to receive the standard compensation and indemnification arrangements given to other non-management directors, as disclosed in the Company’s final prospectus filed with the Securities and Exchange Commission on March 27, 2014 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

In March 2014, in connection with the Company’s initial public offering (“IPO”), the underwriters reserved for sale, at the initial public offering price, up to 5% of the common stock offered in the IPO for sale to certain of the Company’s business associates and clients. The number of shares of common stock available for sale to the general public was reduced by the number of directed shares purchased by participants in the program, and any directed shares not purchased were offered by the underwriters to the general public on the same terms as the other shares of common stock offered in the IPO. Mr. Kispert purchased 62,500 shares of the Company’s common stock through the directed share program for an aggregate purchase price of $1 million.

A copy of the press release announcing Mr. Kispert’s appointment 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	Press Release, dated May 12, 2014, entitled “TriNet Appoints John H. Kispert to Board of Directors.”

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.
Dated: May 12, 2014
	By:	/s/ Gregory L. Hammond
		Gregory L. Hammond
		Executive Vice President and Chief Legal Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated May 12, 2014, entitled “TriNet Appoints John H. Kispert to Board of Directors.”

EX-99.1

Exhibit 99.1

TriNet Appoints John H. Kispert to Board of Directors

SAN LEANDRO, Calif. – May 12, 2014 – TriNet (NYSE: TNET), a leading cloud-based provider of HR services, today announced that John H. Kispert has been appointed to its board of directors effective May 7, 2014. Kispert brings more than 18 years of senior executive leadership to TriNet, along with a proven track record of driving shareholder value by building high performance organizations through strategic development and M&A. His broad background includes executive, financial and operational roles.

Since 2009, Kispert has served as president, chief executive officer and member of the board of directors of Spansion, Inc., a global leader of embedded systems solutions. Prior to joining Spansion, Kispert spent 13 years in a number of executive roles at KLA-Tencor, including president and chief operations officer. Previously, he held several senior management positions with IBM. Kispert holds a B.A. degree in Political Science from Grinnell College and an M.B.A. from the University of California, Los Angeles.

Burton M. Goldfield, President and CEO, TriNet

“I am pleased to welcome John Kispert to TriNet’s board. His experience in building enduring publicly-traded companies is valuable as we continue to execute our vision. Kispert’s impressive background in leadership, technology and financial and operational management will bring strategic guidance for the continued success of TriNet.”

John H. Kispert, Director, TriNet

“I am thrilled to join TriNet’s board of directors and am a firm believer in the company’s future. Built on 25 years of successfully serving small to medium-sized business, TriNet has experienced tremendous growth, culminating with its recent IPO. I am excited to be working with an impressive board of directors to help fuel TriNet’s growth.”

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About TriNet

TriNet is a leading provider of a comprehensive human resources solution for small to medium-sized businesses, or SMBs. We enhance business productivity by enabling our clients to outsource their human resources, or HR, function to one strategic partner and allowing them to focus on operating and growing their core businesses. Our HR solution includes services such as payroll processing, human capital consulting, employment law compliance and employee benefits, including health insurance, retirement plans and workers compensation insurance. Our services are delivered by our expert team of HR professionals and enabled by our proprietary, cloud-based technology platform, which allows our clients and their employees to efficiently conduct their HR transactions anytime and anywhere. For more information, please visit http://www.trinet.com.

Media Contacts:

Jock Breitwieser	Michelle Sieling
TriNet	Horn Group
Jock.Breitwieser@TriNet.com	Michelle.Sieling@horngroup.com
(510) 875-7250	(415) 905-4013

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