Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2021, the Board of Directors (the “Board”) of Five9, Inc. (the “Company”) appointed Ms. Ana Pinczuk to serve on the Board. Ms. Pinczuk will serve as a Class I Director, with a term expiring at the Company's 2024 annual meeting of stockholders. Ms. Pinczuk will also serve on the Compensation Committee of the Board.
Ms. Pinczuk, age 58, is the Chief Development Officer for Anaplan, Inc. (“Anaplan”), which provides a cloud-based connected planning platform that helps connect organizations and people to make better and faster decisions. She joined Anaplan in February 2019 as the Chief Transformation Officer, following positions as President of Hewlett Packard Enterprise’s Pointnext technology services organization from 2017 to 2018, Senior Vice President and Chief Product Officer of Veritas Technologies LLC, a data management provider specializing in information protection, availability, and insight solutions, from February 2015 to November 2016, and General Manager, Backup and Recovery for Symantec Corporation from January 2015 to January 2016. From 2000 until 2015, Ms. Pinczuk served in various executive positions with Cisco Systems, Inc., including serving as Senior Vice President, Sales from 2014 to 2015, Senior Vice President, Services Transformation and Chief Operating Officer from 2013 to 2014, and Vice President, Global Technical Services from 2009 until 2013. Prior to joining Cisco, Ms. Pinczuk spent 15 years with AT&T, Inc., in positions of increasing responsibility. Ms. Pinczuk currently serves on the board of Aptiv PLC, a global technology company focused on mobility, and on the Board of Trustees for Cornell University. She is also a member of the International Women’s Forum, Latino Donor Collaborative, and Carnegie Mellon Engineering Advisory Board. She is the recipient of numerous awards including Latino Leaders Top 100 Most Influential Latinas 2021 and 2020, ALPFA 2019 Top 50 Latinas, Fortune’s 2018 and 2017 Top 50 Latinas, Watermark 2018 Make Your Mark Development Award, 2016 Women of Influence Award, 2017 and 2016 HITEC 100, 2014 Corporate Index (Top 25 Hispanics), 2013 Latina Style Executive of the Year, and 2013 TWIN Award. Ms. Pinczuk earned both undergraduate and graduate mechanical engineering degrees from Cornell University, an executive master’s degree in technology management from the University of Pennsylvania and a master’s degree in software management from Carnegie Mellon University.
There are no understandings or arrangements between Ms. Pinczuk and any other person pursuant to which Ms. Pinczuk was selected to serve as a director of the Company. There are no relationships between Ms. Pinczuk and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Pinczuk will receive compensation in accordance with the Company’s Non-Employee Director Compensation Policy. Ms. Pinczuk’s initial equity grants consist of (A) a restricted stock unit (“RSU”) award with an award value of $400,000, with the number of RSUs to be determined by dividing $400,000 by the closing trading price of a share of the Company’s common stock on the date of grant, which will vest in three equal annual installments on the first, second and third anniversaries of the date of grant, subject to Ms. Pinczuk’s continued service through such vesting dates; and (B) an RSU award with an award value of $183,333.33, with the number of RSUs to be determined by dividing $183,333.33 by the closing trading price of a share of the Company’s common stock on the date of grant, which will vest in full in one installment on the first anniversary of the date of grant, subject to Ms. Pinczuk’s continued service through such vesting date. In accordance with the Company’s Non-Employee Director Compensation Policy, Ms. Pinczuk will not be eligible for the regular 2022 automatic annual grant of RSUs to non-employee directors scheduled to occur on the date of the Company’s 2022 annual meeting of stockholders, but would be eligible for regular automatic grants thereafter assuming her continued service on the Board.
Effective June 16, 2021, the Company entered into an indemnification agreement with Ms. Pinczuk in the form previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2015. The indemnification agreement requires the Company to indemnify Ms. Pinczuk to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified, among other things.
On June 21, 2021, the Company issued a press release announcing Ms. Pinczuk’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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