UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 11, 2015
FireEye, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36067
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20-1548921
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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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1440 McCarthy Blvd.
Milpitas, CA 95035
(Address of principal executive offices, including zip code)
(408) 321-6300
(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 (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))
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Item 5.02 Election of Directors.
On June 15, 2015, the Board of Directors (the “Board”) of FireEye, Inc. (the “Company”) appointed Stephen Pusey to serve as a member
of the Board, effective immediately. Mr. Pusey will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2017. In addition, Mr. Pusey was appointed as a member of the Audit Committee of the
Board, effective immediately.
Mr. Pusey, age 53, has served as the Group Chief Technology Officer of Vodafone Group Plc, one of the world’s
largest telecommunications companies, since September 2006, and as a member of its board of directors since June 2009. From 1982 to August 2006, Mr. Pusey held various positions at Nortel Networks, most recently as Executive Vice President and
President, Nortel EMEA. Mr. Pusey has served on the board of directors of Centrica plc since April 2015, and previously served as a Vodafone representative board member of Verizon Wireless from January 2009 to September 2013. Mr. Pusey
holds a TEC degree in Communications and Microelectronics from Uxbridge Technical College and a Higher TEC degree in Communications and Microelectronics from Acton Technical College and attended the Advanced Management Program at Harvard University.
The Board has determined that Mr. Pusey is an “independent director” as defined under the applicable rules and regulations of the
Securities and Exchange Commission and the listing requirements and rules of The NASDAQ Stock Market.
There is no arrangement or understanding between
Mr. Pusey and any other persons pursuant to which Mr. Pusey was selected as a director.
In accordance with the Company’s Outside Director
Compensation Policy (the “Outside Director Compensation Policy”), Mr. Pusey was granted a restricted stock unit award on June 15, 2015 in the amount of 7,530 shares of the Company’s common stock. The award will vest over
three years, with one-third (1/3
rd
) of the restricted stock units subject to the award vesting on each anniversary of the date of grant, in each case subject to Mr. Pusey continuing to
serve on the Board through the applicable vesting date. The restricted stock units are subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and the related restricted stock unit award agreement. Furthermore,
Mr. Pusey is entitled to receive additional annual equity awards in accordance with the terms and conditions of the Outside Director Compensation Policy. The Company will also reimburse Mr. Pusey for reasonable expenses in connection with
his services to the Company and attendance of Board and committee meetings in accordance with the Company’s established policies. A copy of the offer letter between Mr. Pusey and the Company is filed as Exhibit 10.1 to this Current Report
on Form 8-K.
In addition, Mr. Pusey has executed the Company’s standard form of indemnification agreement, a copy of which has been filed as
Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 2, 2013.
A copy of
the press release announcing the appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.07 Submission of
Matters to a Vote of Security Holders.
On June 11, 2015, the Company held its 2015 Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, there were represented, either in person or by proxy, 137,710,529 shares of the Company’s common stock, or approximately 88.16% of the total shares entitled to vote, constituting a quorum. The
Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2015. The voting results are set forth
below.
Proposal 1: Election of Class II Directors
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Ashar Aziz
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76,884,375
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13,060,999
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47,765,155
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David G. DeWalt
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75,882,427
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14,062,947
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47,765,155
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Ashar Aziz and David G. DeWalt were duly elected as Class II directors of the Company.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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137,007,263
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453,481
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249,785
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The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2015 was ratified.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Offer Letter between the Registrant and Stephen Pusey, dated June 12, 2015
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99.1
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Press release dated June 17, 2015
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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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FIREEYE, INC.
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Date: June 17, 2015
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By:
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/s/ Alexa King
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Alexa King
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Offer Letter between the Registrant and Stephen Pusey, dated June 12, 2015
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99.1
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Press release dated June 17, 2015
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Exhibit 10.1
June 12, 2015
Mr. Stephen Pusey
(via email)
Dear Steve,
On behalf of the Board of Directors (the
“Board”) of FireEye, Inc. (the “Company”), we are pleased to inform you that our Nominating and Corporate Governance Committee has nominated you for election as a member of our Board and our Audit Committee. This offer is subject
to final approval by our Board and election as a member of our Board and Audit Committee.
As you are aware, the Company is a Delaware corporation and
therefore your rights and duties as a Board member are prescribed by Delaware law and our charter documents, as well as by the policies established by our Board from time to time and the rules and regulations of the U.S. Securities and Exchange
Commission and The NASDAQ Stock Market. As you are also aware, upon your formal appointment to the Board, you will become a Section 16 reporting person of the Company. You may also be requested to serve as a director of one or more of our
subsidiaries in which case you may be subject to other laws while serving in such a capacity. In addition, please note that, as a director, you will be subject to the corporate policies of the Company, including but not limited to the Company’s
Code of Business Conduct and Ethics Policy, External Communications (Regulation FD) Policy, Anti-Corruption Policy, Insider Trading Policy and Stock Ownership Guidelines.
As a non-employee member of our Board, you will be asked to serve on one or more committees of our Board. You will be appointed by our Board to serve on the
Audit Committee and possibly additional committees. In addition to committee meetings, which shall be convened as needed, our Board meetings are generally held quarterly at the Company’s offices in Milpitas, California. We would hope that your
schedule would permit you to attend all of the meetings of the Board and any committees of which you are a member. In addition, from time to time, there may be telephonic meetings to address special matters.
It is expected that during the term of your Board membership with the Company you will not engage in any other employment, occupation, consulting or other
business activity that competes with the business in which the Company is now involved in or becomes involved in during the term of your service to the Company, nor will you engage in any other activities that conflict with your obligations to the
Company.
If you decide to join the Board and to serve on the Audit Committee, then at the time of your election as a member of the Board, you will be
granted an award of restricted stock units (“RSUs”) with a total value of $400,000 (the “Initial Award”) (with the number of shares subject thereto determined based on that total value, but rounded down to the nearest whole
share), pursuant to the Company’s Outside Director Compensation Policy adopted August 1, 2014, as it may amended from time to time (the “Outside Director Compensation Policy”). The Initial Award will be subject to the terms and
conditions of our 2013 Equity Incentive Plan (the “Plan”) and our standard form of RSU agreement thereunder. Subject to the Outside Director Compensation Policy and the Plan, the Initial Award will vest as to one-third (1/3
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) of the RSUs subject to the Initial Award on each anniversary of the date of grant, in each case subject to you continuing to serve as a Board member through the applicable vesting date.
Furthermore, after becoming a member of the Board, you will be entitled to receive additional annual equity awards in accordance with the terms and conditions of the Outside Director Compensation Policy.
In accordance with the terms of the Outside Director Compensation Policy and the Plan, in connection with a Change in Control (as defined in the Plan), all
RSUs subject to the Initial Award granted in accordance with the foregoing provisions shall vest in full if the successor corporation does not assume or substitute for the Initial Award or your status as a director of the Company or the successor
corporation, as applicable, is terminated other than upon a voluntary resignation by you (unless such resignation is at the request of the acquirer).
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FireEye, Inc., 1440 McCarthy Blvd., Milpitas, CA 95035 | +1 408.321.6300 | +1 877.FIREEYE
(347.3393) | info@FireEye.com | www.FireEye.com
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Mr. Stephen Pusey
June 12, 2015
Page
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The payment of compensation to Board members is subject to many restrictions under applicable law, and as
such, you should be aware that the compensation set forth above is subject to such future changes and modifications as the Board or its committees may deem necessary or appropriate. In addition, please note that unless otherwise approved by our
Board or required under applicable law, directors of our subsidiaries shall not be entitled to any compensation.
You shall be entitled to reimbursement
for reasonable expenses incurred by you in connection with your service to the Company and attendance of Board and committee meetings in accordance with the Company’s established policies.
Please note that nothing in this letter or any agreement granting you equity awards should be construed to interfere with or otherwise restrict in any way the
rights of the Company, its Board or stockholders from removing you from the Board or any committee in accordance with the provisions of applicable law. Furthermore, except as otherwise provided to other non-employee Board members or required by law,
the Company does not intend to afford you any rights as an employee, including without limitation, the right to further employment or any other benefits.
This letter sets forth the entire agreement and understanding between you and the Company relating to the subject matter herein and supersedes all prior or
contemporaneous discussions, understandings and agreements, whether oral or written, between you and the Company relating to the subject matter hereof.
We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms by signing both the enclosed duplicate and original
letter and returning them to me. By signing this letter you also represent that the execution and delivery of this agreement and the fulfillment of the terms hereof will not require the consent of another person, constitute a default under or
conflict with any agreement or other instrument to which you are bound or a party.
On behalf of the Company it gives us great pleasure to welcome you as
a member of our Board. We anticipate your leadership and experience shall make a key contribution to our success at this critical time in our growth and development.
Yours very truly,
/s/ William M. Coughran Jr.
William M. Coughran Jr. on behalf of
the Nominating and
Corporate Governance Committee
FireEye, Inc.
Acknowledged
and agreed to as of this
13
th
day of June, 2015
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/s/ Stephen Pusey
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Stephen Pusey
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FireEye, Inc., 1440 McCarthy Blvd., Milpitas, CA 95035 | +1 408.321.6300 | +1 877.FIREEYE
(347.3393) | info@FireEye.com | www.FireEye.com
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Exhibit 99.1
Vodafone Group CTO Steve Pusey Joins FireEye Board of Directors
Veteran business leader brings wealth of international technology experience to Board
MILPITAS, Calif. – June 17, 2015 –
FireEye, Inc. (NASDAQ: FEYE), the leader in stopping today’s advanced cyber attacks, today
announced that Vodafone Group Chief Technology Officer Steve Pusey has been appointed to the FireEye board of directors.
Pusey brings more than 35 years
of international business experience across a number of technology and service provider markets. As group chief technology officer of Vodafone Group Plc, he is responsible for defining and leading the UK-based telecommunications leader’s global
technology strategy and operations for networks, IT and product development. Pusey has been a Vodafone board member since June 2009, and previously served as a Vodafone representative board member of Verizon Wireless. He has announced plans to leave
Vodafone in July of this year.
From 1982 to August 2006, Pusey held various positions at Nortel Networks, most recently as executive vice president and
president, Nortel EMEA. Pusey, who studied communications and microelectronics, is a graduate of the Advanced Management Program at Harvard University.
“Steve Pusey is that rare breed of business leader who combines strategic technology insights with the proven ability to connect with customers across
international markets,” said David DeWalt, CEO and chairman of the board of FireEye. “Cyber security is clearly a global challenge, and Steve’s insight and experience will be valuable assets as FireEye works to solidify its position
as the security industry leader in protecting against advanced cyber attacks.”
“I’ve seen first-hand the security challenges facing
organizations in Europe and other regions worldwide,” said Pusey. “With a growing community of international strategic partners and a network of security operation centers, FireEye is clearly committed to fighting this battle on a global
scale. I’m excited to have the opportunity to offer my experience and perspective as the FireEye leadership team continues this mission.”
About FireEye, Inc.
:
FireEye has invented a
purpose-built, virtual machine-based security platform that provides real-time threat protection to enterprises and governments worldwide against the next generation of cyber attacks. These highly sophisticated cyber attacks easily circumvent
traditional signature-based defenses, such as next-generation firewalls, IPS, anti-virus, and gateways. The FireEye Threat Prevention Platform provides real-time, dynamic threat protection without the use of signatures to protect an
organization across the primary threat vectors and across the different stages of an attack life cycle. The core of the FireEye platform is a virtual execution engine, complemented by dynamic threat intelligence, to identify and block
cyber attacks in real time. FireEye has over 3,400 customers across 67 countries, including over 250 of the Fortune 500.
Investor Contact
Kate Patterson
FireEye, Inc.
kate.patterson@fireeye.com
408-321-4957
Media Contact
Vitor De Souza
FireEye, Inc.
vitor.desouza@fireeye.com
415-699-9838
# # #
© 2015 FireEye, Inc. All rights reserved. FireEye is a registered trademark or trademark of FireEye, Inc. in the United States and other countries. All
other brands, products, or service names are or may be trademarks or service marks of their respective owners.