8-K
Donnelley Financial Solutions, Inc. (DFIN)
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): July 14, 2022
Donnelley Financial Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37728 | 36-4829638 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 35 West Wacker Drive, | |
| Chicago, Illinois | 60601 |
| (Address of Principal Executive Offices) | (Zip Code) |
(800) 823-5304
(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)) |
| --- | --- |
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 (Par Value $0.01) | DFIN | NYSE |
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. |
|---|
(a) On July 14, 2022, the board of Donnelley Financial Solutions, Inc. (the “Company”) increased the size of the board to nine members effective immediately.
(b) On July 14, 2022, the Board appointed Chandar Pattabhiram as a director of the Company to fill the vacancy created upon the increase in the size of the Board, and to serve until the Company’s 2023 annual meeting of stockholders or until his successor is elected and qualified. Mr. Pattabhiram will serve on the Company’s Compensation Committee.
In connection with Mr. Pattabhiram’s appointment, and pursuant to the Company’s Non-Employee Director Compensation Plan (the “Director Plan”), Mr. Pattabhiram will be granted a prorated portion the annual cash retainer equaling $67,507 and a prorated portion of the annual equity retainer equaling $147,671, as specified in the Director Plan.
The Company has not entered into any transactions with Mr. Pattabhiram identified in Item 404(a) of Regulation S-K and he will not be employed by the Company. Mr. Pattabhiram was not elected pursuant to an arrangement or understanding between him and any other person.
A copy of the Company’s press release relating to the changes described in this Item 5.02 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into this Item 5.02 or into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Press Release of the Company, dated July 15, 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 hereunto duly authorized.
| DONNELLEY FINANCIAL SOLUTIONS, INC. | ||
|---|---|---|
| Date: July 18, 2022 | By: | /s/ Jennifer B. Reiners |
| Jennifer B. Reiners | ||
| Executive Vice President, General Counsel and Corporate Secretary |
EX-99.1
Exhibit 99.1
Donnelley Financial Solutions Appoints Chandar Pattabhiram to Board of Directors
NEWS PROVIDED BY
Donnelley Financial Solutions g ****
Jul 15, 2022, 07:00 ET
Well-rounded software executive with more than 20 years of experience in B2B to join Board
CHICAGO, July 15, 2022 /PRNewswire/ — Donnelley Financial Solutions (NYSE: DFIN), a leading provider of risk and compliance solutions, is pleased to announce the appointment of Chandar Pattabhiram, Chief Marketing Officer for Coupa Software, Inc. (NASDAQ: COUP), to its board of directors. Pattabhiram will stand for election at the company’s 2023 annual meeting and will serve on the board’s compensation committee. In connection with the appointment of Pattabhiram to the board, the Company also increased the size of the board to nine members effective as of July 14, 2022.
“We are thrilled to welcome Chandar as a new independent director to the DFIN Board,” said Richard L. Crandall, chairman of the board. “As a highly regarded, well-rounded software executive with more than 20 years of B2B enterprise marketing leadership in high growth SAAS product offerings, Chandar will bring critical insights to our board as we continue to execute on our business plan to drive growth and enhance shareholder value.”
Chandar will bring critical insights as we execute on our plan to drive
growth and enhance shareholder value.
Pattabhiram, 53, brings a wealth of experience in marketing leadership. At Coupa, a leading Business Spend Management software provider, he is responsible for all of revenue marketing including go-to-market marketing strategy, product and segment marketing, growth marketing, and corporate/brand marketing.
Prior to Coupa, Chandar was Chief Marketing Officer at Marketo where he was responsible for all aspects of marketing and drove the positioning of Marketo as a leader in marketing automation. He began his career at Compucom Systems, joined Andersen Consulting (Now Accenture) where he worked on a myriad of management consulting projects across IT strategy and business process reengineering and eventually went on to serve in senior marketing leadership roles at Badgeville Inc., and Sequoia-backed startup Cast Iron Systems, Inc. (acquired by IBM in 2010).
“I am really excited to join the esteemed Board of Directors of DFIN,” said Chandar Pattabhiram. “The company is on an exciting transformation journey into a financial regulatory and compliance software solutions leader. I look forward to bringing my experiences in building success with high-growth companies and working with the team.”
Pattabhiram received his undergraduate degree in mechanical engineering from PSG College of Technology in India and, his master’s degree in management information systems from University of Texas. He is on the Board of Directors for BlueShift, an AI platform for consumer engagement, and a strategic advisor to the CEO of Freshworks.
About Donnelley Financial Solutions (DFIN)
DFIN is a leading global risk and compliance solutions company. We provide domain expertise, enterprise software and data analytics for every stage of our clients’ business and investment lifecycles. Markets fluctuate, regulations evolve, technology advances, and through it all, DFIN delivers confidence with the right solutions in moments that matter. Learn about DFIN’s end-to-end risk and compliance solutions online at DFINsolutions.com or you can also follow us on Twitter @DFINSolutions or on LinkedIn.
SOURCE Donnelley Financial Solutions