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, 2022
PING IDENTITY HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39056 | 81-2933383 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1001 17th Street, Suite 100, Denver, CO | 80202 | |
| (Address of principal executive offices) | (Zip Code) | |
(303)-468-2900
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
| 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. ¨ |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | PING | The New York Stock Exchange |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 23, 2022, Lisa Hook notified the board of directors (the “Board”) of Ping Identity Holding Corp. (the “Company”) that she would not be standing for re-election to the Board, with her current term set to expire on May 3, 2022.
Subject to Board approval, Anil Arora and Vikram Verma are expected to join the Board, with terms beginning on May 3, 2022. Messrs. Arora and Verma will serve as Class III directors until the Company’s 2025 Annual Meeting of Stockholders and until such time as their successor(s) are duly elected and qualified, or until their earlier death, resignation or removal.
Anil Arora, 60, most recently served as Chief Executive Officer of Envestnet|Yodlee and as Vice-Chairman of Envestnet (NYSE: ENV), a cloud-based leader in financial technology, data intelligence and wealth management. In addition to his time at Envestnet|Yodlee and Yodlee, Mr. Arora also held senior leadership positions at Gateway, Inc., Pillsbury and Kraft Foods. Mr. Arora earned a Master of Business (M.B.A.) from the University of Michigan and a Bachelor of Science (B.S.) from Rockford College.
Vikram Verma, 57, served as the Chief Executive Officer of 8x8 Inc. (NYSE: EGHT) for more than seven years. Mr. Verma has been a senior leader at Lockheed Martin and served as Chief Executive Officer of Savi Technology. Mr. Verma currently sits on the boards of directors of Cambium Networks (NASDAQ: CMBM) and Zingtree, the advisory board of Wiliot, the board of trustees of Florida Institute of Technology and the Electrical and Computer Engineering Council at the University of Michigan. Mr. Verma earned a Bachelor of Science Electrical Engineering (B.S.E.E.) degree from Florida Institute of Technology, a Master of Science Engineering (M.S.E.) degree in electrical engineering from the University of Michigan, and a graduate degree of Engineer in Electrical Engineering from Stanford University.
| Item 7.01 | Regulation FD Disclosure. |
On March 1, 2022, the Company issued a press release announcing (i) Lisa Hook would not be standing for re-election to the Board, with her current term set to expire on May 3, 2022 and (ii) subject to Board approval, Anil Arora and Vikram Verma are expected to join the Board with terms beginning on May 3, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
None of the information furnished in Item 7.01 hereto shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly set forth by specific reference in such filings, none of the information furnished in this report shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit No. | Description |
| 99.1 | Ping Identity Holding Corp. Press Release dated March 1, 2022. |
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) |
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.
| PING IDENTITY HOLDING CORP. | ||
| Date: March 1, 2022 | By: |
/s/ Shalini Sharma |
| Name: | Shalini Sharma | |
| Title: | Chief Legal Officer | |
Exhibit 99.1
Ping Identity to Add Seasoned Executive Leaders to Board of Directors
Former CEOs Anil Arora and Vikram Verma bring decades of senior leadership and track records of transformation and growth to the Ping Identity board
DENVER — March 1, 2022 — Ping Identity (NYSE: PING), the Intelligent Identity solution for the enterprise, today announced that subject to final board approval, Anil Arora and Vikram Verma will join the company’s board of directors. Their terms will begin on May 3, 2022.
Arora has been a pioneer in the Fintech space and CEO of Yodlee and Envestnet|Yodlee from 2000-2019. He led Yodlee from a start-up to its public offering and eventual sale. From 2016-2019 Arora was also Vice-Chairman of Envestnet (NASDAQ: ENV), a cloud-based leader in wealth technology and data intelligence, where he helped expand the company’s vision, strategies and solutions from wealth management to financial wellness. Arora also held senior leadership positions at Gateway, Inc., Pillsbury and Kraft Foods. He earned a Master of Business (M.B.A.) from the University of Michigan and a Bachelor of Science (B.S.) from Rockford College.
“It’s an exciting time in the identity market, as organizations continue to prioritize the digital experience for their customers, employees and partners,” said Arora. “I’ve been involved with SaaS, machine learning, artificial intelligence and digital technologies for nearly 25 years, and hope to leverage my knowledge and experience to help Ping Identity continue to innovate their world-class identity solutions.”
Verma is a seasoned executive with over 30 years of leadership experience with technology companies of all sizes. He was previously CEO of 8x8 Inc. (NYSE: EGHT), where he served for over 7 years. Verma has also been a senior leader at Lockheed Martin and served as CEO of Savi Technology. He currently sits on the board of directors of Cambium Networks (NASDAQ: CMBM) and Zingtree, the advisory board of Wiliot, the board of trustees of Florida Institute of Technology and the Electrical and Computer Engineering Council at the University of Michigan. He earned a Bachelor of Science Electrical Engineering (B.S.E.E.) from Florida Institute of Technology, a Master of Science Engineering (M.S.E.) in electrical engineering from the University of Michigan, and a graduate degree of Engineer in Electrical Engineering from Stanford University.
“Ping Identity is leading the way by moving identity access and management from an IT investment to a true business differentiator,” said Verma. “I’m anxious to join the team to share my experience helping organizations embrace and extend new technologies to grow their business.”
Ping Identity current board director Lisa Hook will not be standing for re-election, with her current term ending May 3, 2022.
“With Anil and Vik, we are adding a wealth of knowledge, not only in the technology space, but in the ability to help companies thrive during times of change like we’re experiencing in the identity market,” said Andre Durand, CEO of Ping Identity. “We are providing our customers with identity management solutions that deliver exceptional digital experiences to help them differentiate and grow their businesses. I believe the insight Anil and Vik will add to our board will help keep our customers successful and enable Ping Identity to thrive. Lisa Hook has notified us that she will not be standing for re-election to the board. Lisa has been an invaluable member of our board and made many significant contributions to the growth of the company. I want to personally thank Lisa for her years of service on our board.”
About Ping Identity
Ping Identity delivers intelligent identity solutions for the enterprise. We enable companies to achieve Zero Trust identity-defined security and more personalized, streamlined user experiences. The PingOne Cloud Platform provides customers, workforce, and partners with access to cloud, mobile, SaaS and on-premises applications across the hybrid enterprise. Over half of the Fortune 100 choose us for our identity expertise, open standards, and partnerships with companies including Microsoft and Amazon. We provide flexible identity solutions that accelerate digital business initiatives, delight customers, and secure the enterprise through multi-factor authentication, single sign-on, access management, intelligent API security, directory, and data governance capabilities. For more information, visit www.pingidentity.com.
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Ping Identity Contacts
Ping Identity Media Relations
Kristin Miller
press@pingidentity.com
720.728.1033