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 15, 2019
BENEFITFOCUS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36061 | 46-2346314 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 100 Benefitfocus Way, Charleston, South Carolina | 29492 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (843) 849-7476
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)) |
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 Arrangements of Certain Officers.
(d) Election of Directors
On January 15, 2019, the Board of Directors (the “Board”) of Benefitfocus, Inc. (the “Company”) appointed Ana White as a Class III director to hold office until the Company’s 2019 annual meeting of stockholders or until her successor is duly elected and qualified.
The Nominating and Governance Committee of the Board conducted the search for director candidates. It has not formulated any specific minimum qualifications for director candidates, but has determined certain desirable characteristics including strength of character, mature judgment, career specialization, relevant technical skills and independence. The Nominating and Governance Committee Charter calls for it to consider diversity to be an additional desirable characteristic in potential nominees. After reviewing several director candidates, the Nominating and Governance Committee recommended Ms. White for appointment to the Board. Ms. White also was appointed to serve on the Compensation Committee of the Board (along with directors Stephen M. Swad (Chair), Douglas A. Dennerline, and Francis J. Pelzer V) and the Nominating and Governance Committee of the Board (along with directors A. Lanham Napier (Chair) and Douglas A. Dennerline). There are no related party transactions with respect to Ms. White and the Company, and the Company believes that Ms. White satisfies the independence requirements of Rule 5605(a)(2) and 5605(d)(2) of the NASDAQ Stock Market listing rules.
On January 15, 2019, Ms. White entered into an Independent Director Compensation Agreement in substantially the form filed by the Company with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.21 to its Form 8-K on June 23, 2014. Ms. White will be compensated in accordance with the Company’s compensation program for independent directors set forth in its definitive proxy statement for the 2018 annual meeting of stockholders, filed with the SEC on April 20, 2018.
Ms. White is currently Executive Vice President and Chief Human Resources Officer at global technology firm, F5 Networks (NASDAQ: FFIV). F5 delivers multi-cloud application services and enterprise-grade application security solutions for the world’s largest organizations. Prior to that, she had a nearly 20-year career at Microsoft Corporation (NASDAQ: MSFT), growing into a senior leadership position for Human Resources at Microsoft. Ms. White holds a B.S. in Mathematics from Seattle University and serves on the taskforce for the Seattle University Center for Science and Innovation and the board of Childhaven.
A copy of the press release regarding the appointment of Ms. White to the Board is attached hereto as Exhibit 99.1 and incorporate herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated January 15, 2019. | |
SIGNATURE
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.
| BENEFITFOCUS, INC. | ||||
| Date: January 15, 2019 | /s/ Jonathon E. Dussault | |||
| Jonathon E. Dussault Chief Financial Officer | ||||
Exhibit 99.1
| FOR RELEASE January 15, 2019 Benefitfocus, Inc. 843-284-1052 ext. 3527 pr@benefitfocus.com |
|
Benefitfocus Adds F5 Networks Executive & Former Microsoft Executive,
Ana White, to Board of Directors
Charleston, S.C. – January 15, 2019 – Benefitfocus, Inc. (NASDAQ: BNFT), a leading cloud-based benefits management platform and services provider, today announced the addition of Ana White to its already distinguished Board of Directors. As a newly appointed independent director, she will also serve on the Board’s Nominating and Governance Committee (along with directors A. Lanham Napier (Chair) and Douglas A. Dennerline) and Compensation Committee (along with directors Stephen M. Swad (Chair), Douglas A. Dennerline, and Francis J. Pelzer V).
A human resources executive with expertise spanning corporate and consulting environments, White is currently Executive Vice President and Chief Human Resources Officer at global technology firm, F5 Networks (NASDAQ: FFIV). F5 delivers multi-cloud application services and enterprise-grade application security solutions for the world’s largest organizations. Prior to that, White had a nearly 20-year career at Microsoft Corporation, growing into a senior leadership position for Human Resources at Microsoft.
“Every member of the Benefitfocus Board of Directors adds a unique perspective and plays an integral role in guiding the company’s continued growth and innovation,” said Mason Holland, Executive Chairman of the Board and co-founder, Benefitfocus. “Ana’s talent in the benefits and compensation management arena are a perfect complement to our Board’s deep talents in finance, sales and technology.”
Throughout her career she has demonstrated a strong commitment to fostering organizational learning, diversity and inclusion, talent management, and ultimately, strategic business transformation on both a national and international level.
“I’ve dedicated my career to helping people and companies build the best workplace relationships possible,” White said. “This aligns with Benefitfocus’ philosophy of empowering people to make the best benefits decisions they can, as those choices have a tremendous effect on their well-being, both at work and in their personal lives.”
White also serves on the taskforce for the Seattle University Center for Science and Innovation and the board of Childhaven, an organization that works to strengthen communities and families, prevent childhood trauma and prepare children for productive lives. She holds a B.S. degree in Mathematics from Seattle University.
About Benefitfocus
Benefitfocus (NASDAQ: BNFT) unifies the entire U.S. benefits industry on a single technology platform to protect consumers’ health, wealth and lifestyle. Our powerful cloud-based software, data-driven insights and thoughtfully-designed services, enable employers, insurance brokers and carriers to simplify the complexity of benefits administration and deliver a world-class benefits experience. Learn more at www.benefitfocus.com, LinkedIn and Twitter.
Safe Harbor Statement
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements. Actual results or performance might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: our ability to maintain our culture and recruit and retain qualified personnel; management of growth; the need to innovate and provide useful products and services; our ability to compete effectively; the immature and volatile nature of the market for our products and services; risks related to changing healthcare and other applicable regulations; and the other risk factors set forth from time to time in our SEC filings, copies of which are available free of charge within the Investor Relations section of the Benefitfocus website at http://investor.benefitfocus.com/sec-filings or upon request from our investor relations department. Benefitfocus assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Benefitfocus, Inc.
843-284-1052 ext. 3546
pr@benefitfocus.com
Investor Relations
Michael Bauer
843-284-1052 ext. 6654
michael.bauer@benefitfocus.com
SOURCE Benefitfocus, Inc.