Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - IntraLinks Holdings, Inc. | intralinks-pressreleasexha.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) | December 15, 2015 |
INTRALINKS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-34832 | 20-8915510 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Identification No.) |
150 East 42nd Street, 8th Floor, New York, NY | 10017 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code | (212) 543-7700 | |
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
¨ Pre-commencement communication 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.
On December 15, 2015, based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Intralinks Holdings, Inc. (the “Company”) increased the size of the Board to nine directors and elected Harsha Ramalingam to the Board as a Class I director of the Company to serve until the Company’s annual meeting of stockholders in 2017 or until his successor is duly elected and qualified.
Mr. Ramalingam is the President of Ramalingam Consulting, LLC, which he launched in June 2015, and has over 30 years of experience operational leadership experience in Internet and enterprise software. He has held a variety of senior executive positions at leading technology companies in the past, including Amazon.com, Inc. (“Amazon”). At Amazon, where he worked from December 2008 through June 2015, he was Vice President, eCommerce Platform and a member of the Consumer Leadership Team for all of Amazon’s subsidiaries. Prior to Amazon, Mr. Ramalingam was Vice President of Products and Operations, EMC SaaS, at EMC Corp., where he was responsible for R&D, product and program management, as well as technical and business operations. Mr. Ramalingam received a BS in electrical engineering from the Indian Institute of Technology and an MBA in general management from the Indian Institute of Management.
Mr. Ramalingam will participate in the Company's non-employee director compensation program. Pursuant to this program, which was amended and restated in July 2015, each non-employee director receives an annual retainer of $40,000, which will be pro-rated in monthly increments for his first year of Board service. In addition, Mr. Ramalingam shall also be eligible to participate in the Company’s stock option and incentive plans. Mr. Ramalingam shall be granted, under the Company’s 2010 Equity Incentive Plan (as amended and restated to date, the “Plan”), an award of restricted common stock with a value of $150,000 based on the closing price of the Company’s common stock on the New York Stock Exchange on the date of his election (the “Election Grant”). The Election Grant shall vest quarterly over three (3) years from the effective date of joining the Board; provided that, if not already vested, the such award shall fully vest on the date of the third annual meeting of stockholders following the date of grant. In addition, Mr. Ramalingam shall also receive, under the Plan on the date of each annual meeting of the Company’s stockholders while he serves as a director, an award of restricted common stock award with a value of $100,000 based on the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant (the “Annual Grant”), which will be ratably increased in monthly increments for his first year of Board service. The Annual Stock Grant shall vest quarterly over one (1) year following the date of the annual meeting of the Company’s stockholders; provided that, if not already vested, the Annual Stock Grant shall fully vest on the date of the first annual meeting of stockholders following the date of grant.
In addition, the Company expects to enter into an indemnification agreement with Mr. Ramalingam in connection with his election to the Board, which is expected to be in substantially the same form as that entered into with the other directors of the Company.
Item 7.01 Regulation FD Disclosure.
On December 15, 2015, the Company issued a press release announcing the appointment of Mr. Ramalingam to the Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 filing.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits: | |||
99.1 | Press Release issued by Intralinks Holdings, Inc. on December 15, 2015. | |||
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: December 15, 2015
INTRALINKS HOLDINGS, INC. | ||
By: | /s/ Scott N. Semel | |
Scott N. Semel | ||
EVP, General Counsel and Secretary | ||