8-K

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): September 16, 2022

Clearwater Analytics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40838	87-1043711
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 W. Main Street Suite 900
Boise, Idaho		83702
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 208 918-2400

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.001 per share	CWAN	New York Stock Exchange LLC

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 September 16, 2022, the Board of Directors (the “Board”) of Clearwater Analytics Holdings, Inc. (the “Company”) appointed Lisa Jones to the Board, effective immediately. Ms. Jones will serve as a Class I director with a term expiring at the Company’s Annual Meeting of Stockholders in 2025. Ms. Jones was also appointed as a member of the Audit Committee of the Board.

For serving on the Board and the Audit Committee, Ms. Jones will receive annualized cash retainers equal to $40,000 and $10,000 per calendar year, respectively. Ms. Jones will also be eligible for an annual grant of restricted stock units with an equivalent value of $200,000 with the number of restricted stock units calculated by dividing $200,000 by the ten trading day average closing share price leading up to the day of the grant. The initial grant to be subject to pro-ration based on the length of Ms. Jones’ service on the Board until the Company’s next Annual Meeting of Stockholders in 2023.

In connection with Ms. Jones’s appointment to the Board, the Company has entered into an indemnification agreement with Ms. Jones in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously disclosed in the Company’s public filings.

There were no arrangements or understandings between Ms. Jones and any other persons pursuant to which she was selected as a director. In addition, Ms. Jones is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 20, 2022, the Company issued a press release announcing the appointment of Ms. Jones to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d): The following exhibits are being filed herewith:


Exhibit Number		Description
99.1		Press release entitled "Clearwater Analytics Appoints Lisa Jones to its Board of Directors" dated September 20, 2022
104		Cover Page Interactive Data File (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 thereunto duly authorized.


			Clearwater Analytics Holdings, Inc.

Date:	September 20, 2022	By:	/s/ Jim Cox
			Jim Cox, Chief Financial Officer

Exhibit 99.1

Clearwater Analytics Appoints Lisa Jones to its Board of Directors

Asset Management Veteran Brings Significant Industry Experience

BOISE, Idaho, Sept. 20, 2022 — Clearwater Analytics (NYSE: CWAN), a leading provider of SaaS-based investment accounting, reporting, and analytics solutions, today announced that Lisa Jones, asset management veteran and Head of the Americas, President and Chief Executive Officer of Amundi US, Inc., has been appointed to the company’s Board of Directors and will serve as a member of its Audit Committee.

Lisa Jones holds over 30 years of experience developing and building asset management businesses in the global financial services sector. Her career has focused on leading growth initiatives across new regions, client segments, and enterprise expansion, and she has a demonstrated record of improving business and financial results for organizations. In addition to her role as Head of the Americas, President, and CEO of Amundi US, Inc., she is also President of Amundi Distributor, Inc., head of the US Executive Committee and US Management Committee, and member of the Global Executive Committee. Amundi US, Inc. is the US business of Amundi, one of the world’s ten largest asset managers by assets under management ($2.012 trillion as of June 30, 2022).

“We’re thrilled to welcome Lisa Jones to the Board,” said Sandeep Sahai, CEO at Clearwater Analytics. “She has led and scaled companies in the asset management sector serving markets in the U.S., Europe, and Asia. Her unique leadership serving as CEO at Amundi US and her significant experience integrating several complex investment businesses post-acquisition is an ideal fit for Clearwater. Her valuable leadership experience will strengthen our board’s perspective as we drive toward our next phase of growth. I look forward to working alongside Ms. Jones on our Board.”

Ms. Jones holds deep expertise in the financial services and asset management sector serving markets all over the world, with past roles such as President and CEO at Pioneer Investments, Managing Director and Global Head of Distribution at Morgan Stanley Investment Management, Head of Institutional Business at Eaton Vance Corporation, and President of the Institutional Division at MFS Investment Management. A champion for women and diversity, Ms. Jones also received the Top Women in Asset Management Award from Money Management Executive twice, in 2016 and 2020. She holds a degree in Economics from Trinity College.

“I’m enthusiastic about joining Clearwater Analytics during this time of growth and expansion across Europe and across the globe. I believe Clearwater is radically transforming investment accounting for the most sophisticated institutional investors around the world,” said Ms. Jones. “I’m grateful for the opportunity to join the company’s Board of Directors and share the company’s commitment to creating exceptional value for its clients and employees, while making a positive impact on the communities where Clearwater operates.”

About Clearwater Analytics

Clearwater Analytics is a global industry-leading SaaS solution for automated investment data aggregation, reconciliation, accounting, compliance, risk, performance, and reporting. Each day, the Clearwater solution reports on more than $5.9 trillion in assets for clients that include leading insurers, asset managers, corporations, pension plans, governments, and nonprofit organizations – helping them make the most of their investment portfolio data with a world-class product and client-centric servicing. Investment professionals around the globe trust Clearwater to deliver timely, validated investment data and analytics. Additional information about Clearwater can be found at clearwateranalytics.com, LinkedIn, and Twitter.

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Media Contact:

Susan Ganeshan, Clearwater Chief Marketing Officer | +1 208-433-1200 | [email protected]