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
August 21, 2018
Date of Report (Date of earliest event reported)
______________________________
New Relic, Inc.
(Exact name of registrant as specified in its charter)
______________________________
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Delaware
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001-36766
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26-2017431
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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188 Spear Street, Suite 1200
San Francisco, California 94105
(Address of principal executive offices, including zip code)
(650) 777-7600
(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 obligations of the registrant under any of the following provisions:
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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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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).
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Emerging growth company
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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.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2018, the Board of Directors (the “Board”) of New Relic, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board to nine directors and appointed each of Michael Christenson and Caroline Watteeuw Carlisle to serve as a member of the Board, effective immediately. Mr. Christenson will serve as a Class III director, whose term expires at the annual meeting of stockholders to be held in 2020, and Ms. Watteeuw will serve as a Class II director, whose term expires at the annual meeting of stockholders to be held in 2019.
Michael Christenson
, age 59, has served as a Managing Director at Allen & Company, a private investment banking firm, since 2010. From 2006 to 2010, Mr. Christenson served as President and Chief Operating Officer of CA, Inc., an enterprise systems management and security software company. In 2005, Mr. Christenson served as CA, Inc.’s Executive Vice President of Strategy and Corporate Development. Prior to joining CA, Inc., Mr. Christenson was an investment banker at Salomon Brothers, Inc. and its successor firm, Citigroup Global Markets, Inc., from 1987 to 2004. Mr. Christenson currently serves on the board of directors of LogMeIn, Inc., a provider of cloud-based communications, collaboration, identity management, and customer support software. Mr. Christenson holds a B.A. in Chemistry from Rutgers University and an M.B.A. from New York University. The Company believes Mr. Christenson is qualified to serve as a member of our Board because of his extensive investment banking background, as well as his experience in the software industry and as an operating executive.
Caroline Watteeuw Carlisle
, age 66, has served as Executive Vice President and Chief Information Officer of Caliber Home Loans, Inc. since June 2016. From October 2014 to June 2016, Ms. Watteeuw served as Technology Officer at Warburg Pincus LLC. From November 2013 to September 2014, Ms. Watteeuw served as a senior technology advisor to chief executive officers and corporate boards at Innovation Through Technology. Prior to that, Ms. Watteeuw served in various roles at PepsiCo, Inc., first as Chief Information Officer for North America from June 2004 to November 2008, and from November 2008 until September 2013, as the company’s Global Chief Technology Officer and Senior Vice President Business Information Solutions. Before PepsiCo, Inc., Ms. Watteeuw held several technology roles, including at iFormation Group, TradingEdge and Credit Suisse Group AG. Ms. Watteeuw served on the board of directors of Capgemini SE from May 2014 to May 2018. Ms. Watteeuw has been a Trustee of New York Institute of Technology since November 2015. Ms. Watteeuw received an Engineering degree at the University of Ghent in Belgium and a M.S. in Chemical and Biochemical Engineering from the University of Pennsylvania. The Company believes Ms. Watteeuw is qualified to serve as a member of our Board because of her extensive background in the software industry, including her experience in several senior technology leadership roles.
Mr. Christenson and Ms. Watteeuw are entitled to cash and equity compensation for service on the Board and its committees in accordance with the Company’s Non-Employee Director Compensation Policy, as amended (the “Director Compensation Policy”), which was further amended by the Compensation Committee of the Board on August 21, 2018 to (i) establish annual cash compensation for the Chair of the Board in the amount of $20,000 and (ii) increase the value of each of the Initial Option Grant, the Initial RSU Grant, the Annual Option Grant and the Annual RSU Grant (each as defined in the Director Compensation Policy) from $80,000 to $90,000. The Director Compensation Policy, as amended effective August 21, 2018, is attached hereto as Exhibit 99.1 and incorporated by reference herein. In addition, Mr. Christenson and Ms. Watteeuw executed the Company’s standard form of indemnification agreement. For a description of the material terms of this agreement, see “Transactions With Related Persons-Indemnification Agreements” in the Company’s definitive proxy statement for the 2018 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on July 11, 2018 (the “Proxy Statement”).
There are no arrangements or understandings between either of Mr. Christenson or Ms. Watteeuw and any other persons pursuant to which either was selected as a member of the Board. There are also no family relationships between either of Mr. Christenson or Ms. Watteeuw and any director or executive officer of the Company, and neither Mr. Christenson nor Ms. Watteeuw has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 21, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, California 94111. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Proxy Statement. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1.
Stockholders elected each of the three nominees for Class I director to serve until the Company’s 2021 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:
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Director Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Sohaib Abbasi
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35,700,389
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8,760,961
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6,748,296
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Hope Cochran
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44,371,862
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89,488
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6,748,296
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Adam Messinger
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33,973,115
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10,488,235
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6,748,296
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Proposal 2.
Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in in the Proxy Statement. The voting results were as follows:
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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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42,940,293
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1,506,220
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14,837
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6,748,296
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Proposal 3.
Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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51,083,939
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62,014
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63,693
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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New Relic, Inc. Non-Employee Director Compensation Policy, as amended
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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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New Relic, Inc.
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Date: August 23, 2018
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By:
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/s/ Mark Sachleben
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Mark Sachleben
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NEW RELIC, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
ADOPTED MAY 6, 2015
EFFECTIVE APRIL 1, 2015
AMENDED EFFECTIVE AUGUST 23, 2017
AMENDED EFFECTIVE AUGUST 21, 2018
Each member of the Board of Directors (the “
Board
”) of New Relic, Inc. (the “
Company
”) who is a non-employee director of the Company (each such member, a “
Non-Employee Director
”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “
Director
Compensation Policy
”) for his or her Board service.
The Director Compensation Policy will be effective as of April 1, 2015 (the “
Effective
Date
”). The Director Compensation Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board. Any member of the Board that becomes a Non-Employee Director shall be eligible for the compensation described in this Director Compensation Policy immediately following the date that such member becomes a Non-Employee Director (the “
Compensation Commencement Date
”).
A Non-Employee Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be.
Annual Cash Compensation
Each Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial months of service. All annual cash fees are vested upon payment.
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1.
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Annual Board Service Retainer
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a. All Non-Employee Directors: $30,000
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2.
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Annual Chair of the Board Service Retainer
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a. Chair of the Board: $20,000
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Annual Committee Member Service Retainer
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a. Member of the Audit Committee: $10,000
b. Member of the Compensation Committee: $7,500
c. Member of the Nominating and Corporate Governance Committee: $3,000
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4.
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Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer)
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a. Chair of the Audit Committee: $20,000
b. Chair of the Compensation Committee: $15,000
c. Chair of the Nominating and Corporate Governance Committee: $6,000
In lieu of cash, and prior to the start of each fiscal year, a Non-Employee Director may elect to receive 100% of the annual cash compensation set forth herein for that next fiscal year as restricted stock units (“
RSUs
”) under Company’s 2014 Equity Incentive Plan or any successor equity incentive plan (the “
Plan
”) with an RSU Value (as defined below) equal to the projected annual cash compensation for such Non-Employee Director for the fiscal year based on Board and committee membership as of the first day of such fiscal year (the “
Optional RSU Grant
”).
The grant date for the Optional RSU Grant will be the April 15 first occurring after the start of a fiscal year, provided, however, that if such date is not a trading day on the New York Stock Exchange (e.g., a weekend or holiday), then the grant date shall be the next trading date. The vesting commencement date for each Optional RSU Grant will be the May 15 first occurring after the start of a fiscal year. Each Optional RSU Grant will vest with respect to 1/4
th
of the total number of units on each quarterly anniversary of the vesting commencement date for such Optional RSU Grant, subject to the Non-Employee Director’s “Continuous Service” on each applicable vesting date. Optional RSU Grants will not be subject to accelerated vesting in connection with a “
Change of Control
” (as defined in the Plan).
In the event a Non-Employee Director were to become entitled to a greater annual cash compensation amount (either as a result of an increase in the cash compensation amounts approved by the Board or a new committee membership or role), such Non-Employee Director will be entitled to receive the difference paid in cash pursuant to the terms above. There would be no effect upon the Optional RSU Grant in the event a Non-Employee Director maintains Continuous Service but would have otherwise been entitled to a lesser amount of cash compensation than that which was used to calculate the Optional RSU Grant (either as a result of a decrease in the cash compensation amounts approved by the Board or a decreased committee membership or role).
Equity Compensation
Equity awards will be granted under the Plan. All stock options granted under this policy will be Nonqualified Stock Options (as defined in the Plan), with a term of ten years from the date of grant and an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying common stock of the Company on the date of grant.
(a)
Automatic Equity Grants.
(i)
Initial Grant for New Directors.
Without any further action of the Board, each person who, after the Effective Date, is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the Compensation Commencement Date, be granted (A) a Nonstatutory Stock Option to purchase a number of shares of common stock having an Option Value (as defined below) of $90,000 (the “
Initial Option Grant
”) and (B) RSUs with an RSU Value of $90,000 (the “
Initial RSU Grant
” and, together with the Initial Option Grant, the “
Initial Grants
”), multiplied by a fraction, the numerator of which is the number of days that will elapse between the Non-Employee Director’s date of initial appointment or election and the first anniversary of the date of grant of the Company’s most recent Annual Grants (as defined below) and the denominator of which is 365. Each Initial Option Grant and Initial RSU Grant will vest on August 15
th
of the calendar year following the year in which the Company’s most recent Annual Grants were made, subject to the Non-Employee Director’s Continuous Service (as defined in the Plan) through such date.
(ii)
Annual Grant.
Without any further action of the Board, at the close of business on the date of each Annual Meeting following the Compensation Commencement Date, each person who is then a Non-Employee Director will automatically be granted (A) a Nonstatutory Stock Option to purchase a number of shares of common stock having an Option Value of $90,000 (the “
Annual Option Grant
”) and (B) RSUs with an RSU Value of $90,000 (the “
Annual RSU Grant
” and, together with the Annual Option Grant, the “
Annual Grants
”). Each Annual Grant will vest on August 15
th
of the calendar year following the year in which such Annual Grants are made, subject to the Non-Employee Director’s Continuous Service through such date.
(b)
Vesting; Change of Control.
All vesting is subject to the Non-Employee Director’s “Continuous Service” on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a Change of Control, the shares subject to his or her then-outstanding equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such Change of Control.
(c)
Calculation of Option Value and Value of a Restricted Stock Unit Award.
The “
Option Value
” of a stock option to be granted under this policy will be determined using the same method the Company uses to calculate the grant-date fair value of stock options in its financial statements, except that no provision shall be made for estimated forfeitures related to service-based vesting. The “
RSU Value
” of an RSU award to be granted under this policy will be determined based on the Fair Market Value per share on the grant date.
(d)
Remaining Terms.
The remaining terms and conditions of each stock option or RSU, including transferability, will be as set forth in the Company’s standard Option Agreement or form of RSU Award Agreement, as applicable, in each case in the form adopted from time to time by the Board.
Expenses
The Company will reimburse Non-Employee Director for
ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings;
provided
, that the Non-Employee Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.