SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 3, 2019
ServiceSource International, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
707 17th Street, Suite 2500
Denver, CO 80202
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
717 17th Street, 5th Floor
Denver, CO 80202
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share
|SREV||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
On July 3, 2019, the Board of Directors (the Board) of ServiceSource International, Inc. (the Company or ServiceSource) appointed John R. Harris to the Companys Board, effective July 8, 2019. Mr. Harriss term will expire at the Companys 2020 annual meeting of stockholders, and he will serve as a member of the Companys Audit Committee. Mr. Harris fills a vacancy created by the resignation of Madhu Ranganathan, who resigned from the Board effective July 3, 2019. Ms. Ranganathan resigned for personal reasons, and does not have any disagreement with the Company, the Board, or the Companys management team on any matter relating to the Companys operations, policies, or practices.
Mr. Harris will receive cash compensation as a non-employee director in accordance with the Companys director compensation program as described in the Companys proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2019. In addition, he will receive an initial grant of 75,000 restricted stock units (RSUs) and an award of stock options to purchase up to 25,000 shares of the Companys common stock. Both the RSUs and the stock options will vest over two years, with 50% of each award vesting on each of the first and second anniversaries of the grant date. Vesting of the awards will be subject to Mr. Harriss continued service with the Company through each relevant date. The Company also entered into an indemnification agreement with Mr. Harris in the same form as the Companys standard form indemnification agreement with its other directors.
The Board determined that Mr. Harris is an independent director as defined by Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), and by the rules of the Nasdaq Stock Market. There are no arrangements or understandings between Mr. Harris and any other person pursuant to which he was selected as a director, nor are there any transactions, or proposed transactions, to which ServiceSource was or is to be a party and in which Mr. Harris had or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K, nor are there any family relationships among Mr. Harris and any other directors or officers of the Company.
Item 7.01 Regulation FD Disclosure.
On July 10, 2019, ServiceSource issued a press release announcing Mr. Harriss appointment to the Board. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this Form 8-K and the exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press release dated July 10, 2019.|
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.
SERVICESOURCE INTERNATIONAL, INC.
Date: July 10, 2019
By: /s/ Patricia Elias
Name: Patricia Elias
Title: Executive Vice President, General Counsel
ServiceSource Appoints John R. Harris to the Board of Directors
Veteran Information Technology and Business Services Executive Fills Vacancy Created by the Departure of Madhu Ranganathan
DENVER Jul. 10, 2019 ServiceSource (NASDAQ: SREV), the digital customer journey experience company, today announced the appointment of John R. Harris to its Board of Directors, where he will also serve as a member of the Companys Audit Committee.
Harris is a proven operator and seasoned executive with more than 35 years of experience leading global technology and business service companies. Throughout his career as a board member, CEO and senior executive, Harris has driven strategic, financial and operational transformation at publicly-traded and private equity-backed companies. Harris joins the ServiceSource Board effective July 8, 2019, filling a vacancy created by the departure of Madhu Ranganathan, who resigned from the Board for personal reasons effective July 3, 2019. Following Ms. Ranganathans resignation, the Board appointed John R. Ferron as Chair of the Audit Committee.
John Harris is a highly-regarded IT and business services industry veteran with an impressive track record of creating shareholder value at multiple organizations, said Bruce Dunlevie, ServiceSources lead independent director. His leadership background, operational focus and financial acumen will be very complementary to the Board, and we look forward to the insights and industry expertise he will bring. I would also like to express our appreciation to Madhu for her contributions to the Board and her support of the Company.
We are thrilled to welcome John to ServiceSource and anticipate the positive impact he will make as we execute our strategy, commented Rob Ashe, Chair of ServiceSources Nominating and Governance Committee. With his appointment, we have now added two accomplished and respected Board members in the past six months, demonstrating clear furtherance of our commitment to recruit independent directors who bring new experience sets and perspectives as we seek to build value for all stakeholders.
I am excited to become a member of ServiceSources Board at this period in the Companys evolution, said Harris. Through its focus on enhancing the customer journey experience for world-class B2B technology brands, ServiceSource has a unique opportunity to scale a differentiated services business in a disruptive market category. I look forward to leveraging my expertise from other global companies to support the leadership teams strategic vision, operational execution and digital transformation initiatives.
About John R. Harris
Harris is a veteran investor, advisor and operator in the Information Technology and Business Process Outsourcing industries with more than 35 years of experience in CEO and senior executive positions. Harris has in-depth experience in public company operations and management, having served from February 2006 to October 2009 as the President and Chief Executive Officer of eTelecare Global Solutions, a global provider of outsourced customer care services. Harris served as Chief Executive Officer of Seven Worldwide Inc., a digital content management company, from December 2003 to January 2005. Additionally, Harris has served as Chief Executive Officer and President of Delinea Corporation, Chief Executive Officer and President of Exolink, and Chairman and Chief Executive Officer of Ztango. Earlier in his career, Harris spent twenty-five years with Electronic Data Systems (EDS), during which he held a variety of executive leadership positions including Group Executive and President of EDS four strategic business units serving the telecommunications and media industries.
Harris brings to ServiceSource significant board and advisory experience at both public and private companies, having chaired and served on multiple Audit, Compensation and Governance committees. In addition to ServiceSource, Harris also serves on the boards of The Hackett Group, Inc. (NASDAQ: HCKT) and Mobivity Holdings Corp. (OTCQB: MFON).
Harris holds a Master of Business Administration and a Bachelor of Business Administration from the University of West Georgia and is on the Board of Advisors to the Richardson School of Business.
ServiceSource International, Inc. (NASDAQ: SREV) brings the worlds greatest brands closer to their customers through digitally-enabled solutions and data-driven insights that personalize and power the moments that matter. Backed by 20 years of experience, an industry-leading technology platform, a robust global footprint and a powerful suite of solutions that enhance every touchpoint along the Customer Journey Experience (CJX), we deliver impactful revenue growth for global market leaders. Operating out of eight countries with more than 3,000 sales delivery professionals speaking 45 languages, ServiceSource drives billions of dollars in client value annually. To learn more about how we help our clients more effectively find, convert, nurture, grow and retain their customers, visit www.servicesource.com.
|Connect with ServiceSource:|
Investor Relations Contact for ServiceSource
ServiceSource®, and any ServiceSource product or service names or logos above are trademarks of ServiceSource International, Inc. All other trademarks used herein belong to their respective owners.