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):
March 1, 2019
StarTek, Inc.
(Exact name of registrant as specified in charter)
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Delaware
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1-12793
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84-1370538
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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8200 E. Maplewood Ave., Suite 100, Greenwood Village, CO 80111
(Address of Principal Executive Offices) (Zip Code)
(303) 262-4500
(Registrant’s telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
On March 1, 2019, the Board of Directors (the “Board”) of StarTek, Inc. (the “Company”) appointed Albert Aboody to serve as a director of the Company. Mr. Aboody has also been appointed to serve as the Chairman of the Audit Committee of the Board and as a member of the Governance and Nominating Committee of the Board. Mr. Aboody fills a vacancy on the Board created on February 28, 2019, when Robert Sheft notified the Company of his resignation from the Board.
In his capacity as a director of the Company, Mr. Aboody will be entitled to compensation in accordance with the Company’s policy regarding the compensation of directors and its 2008 Equity Incentive Plan. The Company’s policy regarding the compensation of directors provides for compensation entirely with equity awards. At the start of each quarter, members of the Board, at their option, may elect to receive (1) stock options to purchase shares of common stock with a fair value equivalent to $22,500 (calculated using the Black-Scholes pricing model), (2) common stock with a grant date fair value of $22,500, (3) deferred stock units with a fair value equivalent to $22,500 or (4) any combination of options, stock and deferred stock units. Upon the date of grant, the members of the Board are immediately vested in the stock options, stock and deferred stock units.
The Company reimburses its directors for reasonable and necessary expenses incurred while performing their duties as directors.
Other than the standard compensation arrangements described above, there are no arrangements or understandings between Mr. Aboody and any other person pursuant to which he was elected as a director. Mr. Aboody has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.
Mr. Sheft’s decision to resign from the Board was a result of his desire to focus his attention on other business matters and was not due to any disagreement with the Company. The Company wishes to thank Mr. Sheft for his many years of service to the Company and the Board and his assistance in connection with the transition matters following the completion of the Company’s business combination transaction with Aegis, a portfolio company of Capital Square Partners, in July 2018. Prior to his resignation, Mr. Sheft served as a member of the Audit Committee and the Compensation Committee of the Board.
A press release announcing the appointment of Mr. Aboody is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
The following exhibit is filed herewith:
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Exhibit Number
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Exhibit Description
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99.1
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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.
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STARTEK, INC.
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Date: March 1, 2019
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By:
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/s/ Lance Rosenzweig
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Lance Rosenzweig
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President and Chief Executive Officer
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Exhibit 99.1
Startek Appoints Albert Aboody to Board of Directors
GREENWOOD VILLAGE, Colorado - March 1, 2019 -
Startek, Inc. (NYSE: SRT), a global provider of customer experience management, has appointed Albert Aboody to its board of directors, succeeding Robert Sheft effective March 1, 2019. He will also join the board’s governance and nominating committee, along with assuming the chairmanship of the company’s audit committee.
Aboody is an accounting industry veteran with over 30 years of public company audit experience. Most recently he served as independent monitor for PricewaterhouseCoopers (PwC) India, where he oversaw compliance with the SEC and PCAOB consent orders in connection to a significant Indian public company audit.
Prior to his role at PwC, Aboody spent more than 30 years at KPMG where he served as a US partner in various senior leadership roles and on several committees. Aboody established the firm’s SEC practice in India, where he led its audit department and served as deputy chairman and on its advisory board. He also managed the restatement and fraud investigation groups, and led various audits on SEC engagements and a regional M&A practice within the United States.
Aboody currently serves on the board of directors for a start-up cloud services and cybersecurity company called
QBitKloud
. Previously, he served on the board of directors and chaired the audit committee for WNS Global Services, a NYSE-listed global business process management company.
“Albert brings a wealth of experience and knowledge in public company auditing to Startek’s board of directors,” said Aparup Sengupta, chairman of the board of directors for Startek. “He has established himself as an expert in the accounting field and has served in notable positions with a “big four” accounting firm. Albert’s expertise on SEC reporting requirements and insight on accounting practices will be an invaluable asset.
“I would also like to thank Robert for the support and guidance he provided the company since 2011. His contributions were integral to Startek’s success and the business combination with Aegis, and we wish him the best in his future endeavors.”
Aboody commented on his appointment: “The global platform that Startek has built through the combination with Aegis provides exceptional customer experience solutions to clients all over the globe. I look forward to collaborating with the rest of the board and management team as we continue developing growth strategies and ensuring we remain alert to best practices in corporate governance and public company reporting requirements.”
Aboody holds a bachelor’s degree in International Relations from Princeton University and was a
post-graduate research fellow at the University of Cambridge. He is a member of the American Institute of Certified Public Accountants. He also co-authored the chapter on SEC reporting requirements in the 2001-2008 editions of the Corporate Controller’s Manual.
About Startek
Startek is a leading global provider of customer experience management solutions. The company provides business process outsourcing and technology services to corporations around the world across a range of industries. Operating under the Startek and Aegis brands, the company has approximately 45,000 outsourcing experts across 58 delivery campuses worldwide that are committed to enhancing the customer experience for clients. Services include omnichannel customer care, customer acquisition, order processing, technical support, receivables management and analytics through automation, voice, chat, email, social media and IVR, resulting in superior business results for its clients. To learn more about Startek’s global solutions, please visit
www.startek.com
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Investor Relations
Sean Mansouri or Cody Slach
Liolios
(949) 574-3860
investor@startek.com
