RingCentral, Inc 8-K, filed Jan 16, 2020
RingCentral, Inc. (RNG)
8-K
2020-01-16
For: 2020-01-12
View Original
Added on
April 10, 2026
About this 8-K
RingCentral, Inc filed this 8-K on January 16, 2020, reporting on events of January 12, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): January 12, 2020
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650 ) 472-4100
(Former name or former address, if changed since last report)
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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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
par value $0.0001 | ||||
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. |
(b) Departure of Chief Operating Officer
On January 12, 2020, Dave Sipes notified RingCentral, Inc. (the “Company”) of his resignation from his position as the Company’s Chief Operating Officer effective as of January 13, 2020. Mr. Sipes is expected to remain employed in a non-executive role until the end of the second fiscal quarter of 2020 in order to, among other things, assist in the transition of his responsibilities.
(c) Appointment of New President and Chief Operating Officer
Effective on January 13, 2020, Anand Eswaran was appointed as the President and Chief Operating Officer of the Company.
Mr. Eswaran, age 46, served as Corporate Vice President, Microsoft Enterprise at Microsoft Corporation, a multinational technology company, from May 2018 to May 2019, and previously as Corporate Vice President: Customer Success, Digital & Industry Solutions, Global Services & Support, from January 2015 to May 2018. From January 2012 to December 2014, Mr. Eswaran served as Executive Vice President, Global Services at SAP, a multinational software company. From February 2007 to January 2012, he served as Vice President, HP Software Global Services at The Hewlett-Packard Company, a multinational information technology company. Since January 2007, Mr. Eswaran has served as a Founding Advisory Board Member of Technology Services Industry Association, a technology research and advisory firm.
In connection with his appointment as President and Chief Operating Officer, Mr. Eswaran signed an offer letter (the “Offer Letter”) that provides for a starting annual base salary of $600,000 and a quarterly management-by-objective (“MBO”) bonus opportunity equal to 100% of Mr. Eswaran’s quarterly base salary, subject to the terms of the Company’s Executive Incentive Plan. As a member of the Company’s executive team, the achieved portion of Mr. Eswaran’s MBO bonus will be paid on a quarterly basis in the form of fully-vested restricted stock units covering shares of the Company’s Class A common stock (“RSUs”) in accordance with the Company’s Key Employee Equity Bonus Plan.
The Offer Letter provides for an initial grant of RSUs having an aggregate fair value of $16,000,000 (the “Initial Equity Grant”). The Initial Equity Grant will vest as to 1/16th of the RSUs on February 20, May 20, August 20, and November 20 of each year (each a “Quarterly Vesting Date”) over a 4-year period beginning on February 20, 2020, provided Mr. Eswaran remains a service provider of the Company through the applicable Quarterly Vesting Date. The value of the Initial Equity Grant will be converted into a number of RSUs based upon the monthly average closing price of a share of the Company’s Class A common stock (as quoted on the New York Stock Exchange) during the month of January 2020.
Beginning in 2021, Mr. Eswaran will be eligible to receive annual equity award grants commensurate with his position, and subject to the Board’s approval, Mr. Eswaran’s performance, and any terms and conditions approved by the Board (each, an “Additional Equity Award”). It is anticipated that such Additional Equity Award may have a target value of approximately 50% of the Initial Equity Grant and 1/16th of the RSUs will vest on Quarterly Vesting Dates over a 4-year period beginning on February 20, 2021, provided Mr. Eswaran remains a service provider of the Company through the applicable Quarterly Vesting Date. If the Company introduces and implements performance-based RSUs as part of the Company’s 2021 executive compensation, some or all of the Additional Equity Award will be subject to performance-based vesting on substantially similar terms and conditions as the performance-based vesting terms of other similarly-situated Company executives.
Mr. Eswaran will become eligible to participate in the Company’s Equity Acceleration Policy, as amended (“EAP”), under which Mr. Eswaran will be entitled to 100% acceleration of his then-outstanding unvested RSUs if he experiences a “qualified termination” (as defined in the EAP).
Mr. Eswaran is also entitled to reimbursement by the Company for: expenses reasonably incurred on or before September 8, 2020 by Mr. Eswaran, (i) for temporary housing, air travel and ground transportation in the San Francisco Bay as well as two-round trip visits for him and his family before April 30, 2020 and (ii) other moving-related expenses up to a maximum of $45,000 for moving expenses (but excluding any costs or other expenses to the sale or purchase of his permanent residence) in connection with the permanent relocation of Mr. Eswaran and his family to the San Francisco Bay Area. The reimbursement for expenses incurred under (i) and (ii) above will be repayable by Mr. Eswaran to the Company if, within one year from his start date, Mr. Eswaran voluntarily terminates his employment, other than for “good reason,” (as defined in the EAP) or is terminated for “cause” (as defined in the Offer Letter). Mr. Eswaran also is entitled to reimbursement of legal expenses related to the Offer Letter and affiliated documents up to a maximum amount of $5,000.
If Mr. Eswaran’s employment is terminated by the Company without cause (and other than for death or “disability” (as defined in the EAP)) or he terminates his employment for “good reason,” then Mr. Eswaran will be eligible to receive the following payments and benefits, subject to his timely execution and non-revocation of a release of claims:
• | Cash severance equal to 12 months of Mr. Eswaran’s then-current base salary, payable in semi-monthly installments; |
• | Reimbursement of COBRA premiums through the earliest of (i) the 12-month anniversary of the date of the termination of employment, (ii) the date on which Mr. Eswaran or his eligible dependents become covered under similar plans, or (iii) the date on which Mr. Eswaran or his eligible dependents, as applicable, cease to be eligible under COBRA; provided, however, that if we determine that we cannot make these COBRA reimbursements without potentially violating applicable law, Mr. Eswaran will receive a lump sum payment of $30,000, less applicable withholding, in lieu of such COBRA reimbursement; |
• | Equity award vesting acceleration benefits as follows: |
◦ | If such termination occurs within the “Change in Control Period” (as defined in the EAP, as amended to begin 90 days prior to a “Change in Control” (as defined in the EAP)), 100% acceleration of vesting of any then-outstanding and unvested Company equity awards subject to time-based vesting conditions, or |
◦ | If such termination occurs outside of the Change in Control Period, acceleration of vesting of the portion of any then-outstanding and unvested Company equity awards subject to time-based vesting conditions that would have vested if Mr. Eswaran had remained employed with the Company through the date that is 12 months following Mr. Eswaran’s effective last day with the Company. |
The foregoing description of Mr. Eswaran’s compensation, terms and conditions of his employment and treatment of Mr. Eswaran upon certain terminations of employment is qualified in its entirety by (i) the full text of the Offer Letter, which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and (ii) the EAP, which was filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on February 27, 2019 (to be updated for any amendments described herein), which is incorporated herein by reference.
The Company will enter into its standard form of indemnification agreement with Mr. Eswaran, a copy of which was filed as Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 7, 2017.
Other than the indemnification agreement described in the preceding sentence, Mr. Eswaran 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. Eswaran and any other persons pursuant to which Mr. Eswaran was appointed as President and Chief Operating Officer, and there are no family relationships between Mr. Eswaran and any director or executive officer of the Company.
A copy of the news release issued by the Company on January 13, 2020 announcing Mr. Sipes’ resignation and Mr. Eswaran’s appointment as President and Chief Operating Officer is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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: January 16, 2020
RINGCENTRAL, INC. | ||
By: | /s/ John Marlow | |
Name: | John Marlow | |
Title: | Chief Administrative Officer | |
Exhibit 99.1
Anand Eswaran, former Microsoft Corporate Vice President for Global Enterprise Business, joins RingCentral as President and Chief Operating Officer
BELMONT, Calif. - January 13, 2020 -- RingCentral, Inc. (NYSE:RNG), a leading provider of global enterprise cloud communications, collaboration, and contact center solutions, today announced that Anand Eswaran, former Corporate Vice President for Microsoft’s Global Enterprise Business, has joined the company as its President and Chief Operating Officer, reporting to CEO Vlad Shmunis. Eswaran will be responsible for leadership and execution across products, engineering, sales, marketing, services, customer care, operations, and human resources.
Eswaran’s experience spans over 24 years in global business leadership roles at technology organizations including Microsoft, SAP and HP. Eswaran was most recently responsible for Microsoft’s Enterprise Commercial and Public Sector business globally. Prior to that, he led Microsoft Services, Industry & Digital, Customer Care, and Customer Success; a global team of 24,000 professionals. Eswaran’s leadership and vision played a key role in the last five years in shaping Microsoft’s digital and industry strategy as a strategic partner to its customers in guiding and accelerating their digital transformation journeys.
“It is my pleasure to welcome Anand to RingCentral,” said Vlad Shmunis, RingCentral’s founder, chairman and CEO. “I am impressed by his deep customer-first mindset, his proven track record of building high growth global businesses and teams, and his ability to nurture a winning culture with vision, values and inspiration. I am confident that Anand’s joining our leadership team will be invaluable to RingCentral’s next phase of growth.”
Prior to joining Microsoft, Eswaran was the Executive Vice President of Global Services business at SAP, leading 17,000 business process and technology professionals to accelerate customer and partner value creation through SAP’s enterprise applications. Previously, he served as Vice President of Global Software Services at HP.
“I’m humbled and excited to join Vlad and the RingCentral team in transforming the world of enterprise cloud communications,” said Eswaran. “We are at an inflection point in changing the way we communicate, collaborate and work. RingCentral’s leadership in digital transformation of business communications worldwide is rooted in its proven technology platform and well-established partner ecosystem. I am thrilled to be joining this winning team and contributing to the entrepreneurial and continuous innovation culture at RingCentral.”
Additionally, Dave Sipes, COO, has announced that he will be retiring from the company at the end of Q2. After being part of RingCentral’s senior leadership team for nearly twelve years, Sipes plans to spend more time on family business interests and acting as a trusted advisor to startup companies. “The journey with RingCentral has been tremendous and personally fulfilling. I’m thankful for working with an amazing team and the success we have achieved. I look forward to working with Anand to ensure a seamless handoff over the next two quarters as we set up for the next phase of the Company’s growth and market leadership,” said Sipes.
“I’d like to thank Dave for his monumental contributions over the last twelve years,” added Shmunis. “He has played a pivotal role in RingCentral’s journey from an approximately ten million dollar company when he joined to the company’s nearly one billion dollars in revenue run rate. Dave has been instrumental in assembling and growing our winning team, and we thank him for his diligence, leadership, and dedication. We wish him all the best in the
next stage of his journey and look forward to his continued friendship and mentorship. Looking ahead, I’m excited about Anand joining our team and look forward to working with him as we continue to extend our leadership position in the $50 billion UCaaS market.”
About RingCentral
RingCentral, Inc. (NYSE: RNG) is a leading provider of global enterprise cloud communications, collaboration, and contact center solutions. More flexible and cost-effective than legacy on-premises systems, RingCentral empowers modern mobile and distributed workforces to communicate, collaborate, and connect from any location, on any device, and via any mode. RingCentral provides unified voice, video meetings, team messaging, digital customer engagement, and integrated contact center solutions for enterprises globally. RingCentral’s open platform integrates with leading business apps and enables customers to easily customize business workflows. RingCentral is headquartered in Belmont, California, and has offices around the world.
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