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EX-99.1 - EX-99.1 - Diligent Corpa14-18501_1ex99d1.htm

 

 

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) August 4, 2014

 

DILIGENT BOARD MEMBER SERVICES, INC.

(Exact name of registrant as specified in Charter)

 

Delaware

 

000-53205

 

26-1189601

(State or other jurisdiction of

incorporation)

 

(Commission file no.)

 

(IRS employer identification no.)

 

 

1385 Broadway, 19th Floor

New York, NY 10018

(Address of principal executive offices)

 

(212) 741-8181

(Registrant’s telephone number, including area code)

 

 

(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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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.

 

(b) On August 4, 2014, the Board of Directors (the “Board”) of Diligent Board Member Services, Inc. (the “Company”) was informed that Mark Weldon has determined to resign from the Board as a consequence of accepting the position of Chief Executive of Mediaworks New Zealand.  Mr. Weldon has agreed to remain on the Board until such time that the Company finds a replacement, so that the Company can continue to meet its requirement under the New Zealand Stock Exchange Listing Rules to have two resident New Zealand directors.

 

Mr. Weldon is not resigning from the Board due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The announcement regarding the intended resignation of Mr. Weldon is furnished herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

 

No.

 

Description

99.1

 

Announcement dated August 5, 2014 New Zealand Daylight Time

 

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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.

 

 Dated: August 7, 2014

DILIGENT BOARD MEMBER SERVICES, INC.

 

 

 

 

 

By:

/s/ Alessandro Sodi

 

 

Alessandro Sodi

Chief Executive Officer

 

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