8-K
Grid Dynamics Holdings, Inc. (GDYN)
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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): February 23, 2022
GRID DYNAMICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38685 | 83-0632724 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
5000 Executive Parkway, Suite 520
San Ramon, CA 94583
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(650) 523-5000
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 whichregistered |
|---|---|---|
| Common Stock, par value $0.0001 per share | GDYN | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director
On February 23, 2022, Patrick Nicolet was appointed to the Board of Directors (the “Board”) of Grid Dynamics Holdings, Inc. (the “Company”). Mr. Nicolet will serve as a Class III director with a term of office expiring at the Company’s 2022 Annual Meeting of Stockholders.
Mr. Nicolet is the Managing Partner of Line Break Capital Ltd, a technology brokering company specialized in distributed computing that he founded in January 2021. Prior to that, he spent over twenty years in various roles at Capgemini SE, a consulting, technology services and digital transformation company, including seven as a Group Executive Board member. He also serves on the boards of directors of several private companies. Mr. Nicolet received his Bachelor of Laws (LLB) from the Université de Lausanne in Switzerland and previously served in the Swiss Air Force where he obtained the Grade of Major.
In accordance with the Company’s Outside Director Compensation Policy, Mr. Nicolet is eligible to participate in the Company’s standard compensation arrangements for non-employee directors which consists of cash and equity compensation for service on the Board.
The Company will enter into its standard form of indemnification agreement with Mr. Nicolet. Other than this indemnification agreement, Mr. Nicolet has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no arrangements or understandings between Mr. Nicolet and any other persons pursuant to which he was appointed a director of the Company, and there are no family relationships between Mr. Nicolet and any director or executive officer of the Company.
Mr. Nicolet has not been, and is currently not expected to be, appointed to any committees of the Board at the time of this disclosure.
A copy of the press release issued by the Company on February 28, 2022 announcing Mr. Nicolet’s appointment to the Board is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated February 28, 2022. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
1
SIGNATURE
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.
| Dated: March 1, 2022 | GRID DYNAMICS HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ Anil Doradla | |
| Name: | Anil Doradla | |
| Title: | Chief Financial Officer |
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Exhibit 99.1
GridDynamics Appoints Patrick Nicolet to the Board of Directors
SanRamon, CA, February 28, 2022 – Grid Dynamics Holdings, Inc. (NASDAQ: GDYN) (Grid Dynamics), a leader in enterprise-level digital engineering services and solutions, today announced the appointment of Patrick Nicolet, the former CTO and Executive Board Member of Capgemini, to the company’s Board of Directors. This strategic appointment aligns one of the highest respected European thought leaders with Grid Dynamics to enable further the company’s impressive growth trajectory, fueled by a customer-frst mindset combined with deep industry expertise, advanced applications of technology and data, and human-led design methodologies.
“Given his extensive experience establishing Capgemini’s global presence, Patrick brings us strong leadership credentials and deep understanding of technology, together with decades of development and implementation of effective and sustainable strategies across the feld of digital transformation,” said Leonard Livschitz, CEO of Grid Dynamics. “The breadth and depth of his industry knowledge and domain experience are highly respected, and I look forward to working with Patrick to leverage his leadership to further our mission of helping clients grow and innovate through technology.”
Patrick is the Founder and CEO of Line Break Capital, a Swiss-based technology company specializing in the enterprise data value chain. Before that, he rose through the ranks at Capgemini over 20 years to become the former Group CTO and member of the Group Executive Board. As Group CTO, he was responsible for leading the global technology and innovation agenda for Capgemini. He served as a member of the Group Executive Board, the highest management team for eight years. Currently, Patrick serves as Chairman of the Board of Directors at Olympe, an award-winning IT company. He sits on the board of multiple companies operating in technology, data, and Web 3.0.
“From the beginning onwards, I was highly impressed by Grid Dynamics’ technological excellence and expertise in software engineering. Their innovative, sustainable, and dynamic approach to digital transformation is compelling and bound to position the company as an indisputable leader in the feld on the global stage. I look forward to working with Leonard Livschitz and the Board of Grid Dynamics.” said Patrick Nicolet.
AboutGrid Dynamics
Grid Dynamics (Nasdaq: GDYN) is a digital-native technology services provider that accelerates growth and bolsters competitive advantage for Fortune 1000 companies. Grid Dynamics provides digital transformation consulting and implementation services in omnichannel customer experience, big data analytics, search, artifcial intelligence, cloud migration, and application modernization. Grid Dynamics achieves high speed-to-market, quality, and effciency by using technology accelerators, an agile delivery culture, and its pool of global engineering talent. Founded in 2006, Grid Dynamics is headquartered in Silicon Valley with offces across the US, UK, Netherlands, Mexico, and Central and Eastern Europe.
To learn more about Grid Dynamics, please visit www.griddynamics.com. Follow us on Facebook, Twitter, and LinkedIn.
MediaContact:
Beth Trier
Trier and Company for Grid Dynamics
beth@triercompany.com