Trinet Group, Inc 8-K, filed Jan 15, 2020
Trinet Group, Inc. (TNET)
8-K
2020-01-15
For: 2020-01-14
View Original
Added on
April 09, 2026
About this 8-K
Trinet Group, Inc filed this 8-K on January 15, 2020, reporting on events of January 14, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
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 14, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (510 ) 352-5000
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 which registered |
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.
(d) Appointment of Shawn Guertin and Jacqueline Kosecoff as Directors
On January 14, 2020, the Board of Directors (the “Board”) of TriNet Group, Inc. (the “Company”) approved an increase in the size of the Board from nine to eleven members and appointed each of Shawn Guertin and Jacqueline Kosecoff as a director to fill the vacancies created by the increase, effective January 15, 2020. Mr. Guertin will serve as a Class I Director, which is the class of directors whose term expires at the Company’s 2021 Annual Meeting of Stockholders. Dr. Kosecoff will serve as a Class III Director, which is the class of directors whose term expires at the Company’s 2020 Annual Meeting of Stockholders. The Board has not appointed Mr. Guertin or Ms. Kosecoff to any committees of the Board.
There is no arrangement or understanding between Mr. Guertin or Dr. Kosecoff, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Guertin or Dr. Kosecoff was selected as a director, and the Company is not aware of any related party transactions involving Mr. Guertin or Dr. Kosecoff that are reportable under Item 404(a) of Regulation S-K. The Board determined that Mr. Guertin and Dr. Kosecoff are each independent within the meaning of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) thereunder, and the listing standards of the New York Stock Exchange.
Mr. Guertin and Dr. Kosecoff will each receive compensation for their service to the Company in accordance with the Company’s existing compensation plan for non-employee directors. Information with respect to the Amended and Restated Non-Employee Director Compensation Policy is set forth in the definitive proxy statement for the Company’s 2019 annual meeting of stockholders, filed with the SEC on March 29, 2019. Mr. Guertin and Dr. Kosecoff are each expected to enter into the Company’s standard form of indemnification agreement.
Copies of the press releases announcing Mr. Guertin's and Dr. Kosecoff’s appointments to the Board are filed as Exhibits 99.1 and 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1 | Press release dated January 15, 2020 announcing the appointment of Shawn Guertin to the TriNet Group, Inc. Board of Directors | |
99.2 | Press release dated January 15, 2020 announcing the appointment of Jacqueline Kosecoff to the TriNet Group, Inc. Board of Directors | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
INDEX TO EXHIBITS
Exhibit Number | Description | |
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (embedded with 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.
TriNet Group, Inc. | |||
Date: | January 15, 2020 | By: | /s/ Samantha Wellington |
Samantha Wellington | |||
Senior Vice President, Chief Legal Officer and Secretary | |||
Exhibit 99.1
TriNet Announces Appointment of Shawn Guertin to Board of Directors
Former Aetna CFO and Chief Enterprise Risk Officer Strengthens Healthcare Insurance
Industry Experience
Industry Experience
Dublin, CA — January 15, 2020— TriNet today announced that Shawn Guertin, prominent healthcare insurance executive, has been appointed to the Company’s Board of Directors.
“The appointment of Shawn Guertin to our board adds significant senior management experience from the healthcare insurance industry,” said Burton Goldfield, president and CEO, TriNet. “In addition to Shawn’s broad healthcare insurance expertise, he has tremendous financial and operational knowledge in a core area of our business. On behalf of our management team and board, we are honored to welcome Shawn and look forward to leveraging his deep industry insights and extensive experience in the TriNet Boardroom,” he added.
“TriNet is a well-respected and innovative HR solutions company,” said Mr. Guertin. “I am thrilled to join the Company’s board and look forward to contributing my experience and insights in the healthcare insurance industry to further enhance its ongoing business and customer growth strategies.”
Mr. Guertin most recently served as Executive Vice President, Chief Financial Officer and Chief Enterprise Risk Officer of Aetna, Inc. Prior to Aetna, he held management positions, including Chief Financial Officer at Coventry Health Care. Prior to Coventry, he held various leadership positions at United Healthcare and The Travelers. Mr. Guertin is a Fellow of the Society of Actuaries and holds a B.A. from Boston University.
About TriNet
TriNet (NYSE: TNET) provides small and medium size businesses (SMBs) with full-service HR solutions tailored by industry. To free SMBs from HR complexities, TriNet offers access to human capital expertise, benefits, risk mitigation and compliance, payroll and real-time technology. From Main Street to Wall Street, TriNet empowers SMBs to focus on what matters most—growing their business. TriNet, incredible starts here. For more information, visit TriNet.com or follow us on Twitter.
TriNet (NYSE: TNET) provides small and medium size businesses (SMBs) with full-service HR solutions tailored by industry. To free SMBs from HR complexities, TriNet offers access to human capital expertise, benefits, risk mitigation and compliance, payroll and real-time technology. From Main Street to Wall Street, TriNet empowers SMBs to focus on what matters most—growing their business. TriNet, incredible starts here. For more information, visit TriNet.com or follow us on Twitter.
Investors: | Media: |
Alex Bauer | Fatima Afzal |
TriNet | TriNet |
Investorrelations@TriNet.com | |
TriNet and the TriNet logo are registered trademarks of TriNet. All other trademarks, service marks, registered trademarks, or registered service marks are the property of their respective owners.
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Exhibit 99.2
TriNet Announces Appointment of Dr. Jacqueline Kosecoff
to its Board of Directors
Renowned Healthcare Industry Expert Further Strengthens Company’s Board
Dublin, CA — January 15, 2020— TriNet today announced that Dr. Jacqueline Kosecoff, healthcare executive and industry veteran, has been appointed to the Company’s Board of Directors.
“Jacqueline brings decades of leadership and extensive healthcare industry experience which we are thrilled to add to our board,” said Burton Goldfield, president and CEO, TriNet. “On behalf of the board and management team, we are honored to welcome her and look forward to her counsel and guidance to further strengthen TriNet’s commitment to delivering incredible HR solutions to thousands of small and medium size businesses (SMBs) across the country,” he added.
“I am excited to join TriNet’s board and play a role in helping the Company to further its mission. I look forward to working alongside my fellow board members to help advance TriNet’s offerings that benefit small and medium size businesses. I know first-hand the HR challenges that SMBs face and recognize the exceptional value proposition that TriNet delivers, as well as the growth path the company is pursuing,” said Dr. Kosecoff.
Dr. Kosecoff is a Managing Partner of Moriah Partners, where she works to identify, select, mentor and manage health services and IT companies, and a Senior Advisor of Warburg Pincus, a private equity investing firm. Previously, she was a senior executive inside UnitedHealth Group-PacifiCare. Dr. Kosecoff joined UnitedHealth Group as part of its acquisition of PacifiCare Health Systems in 2005 and took responsibility for, among other areas, the Medicare Part D business and the consumer health product division serving seniors. Prior to that, she was at PacifiCare Health Systems and served as Executive Vice President with responsibility for various business segments. Dr. Kosecoff also previously served as Chief Executive Officer of Prescription Solutions (now known as OptumRx). She was also founder, President and Chief Operating Officer of Protocare, and earlier, served as Professor of Medicine and Public Health at the University of California, Los Angeles. Dr. Kosecoff also serves on the board of directors of Houlihan Lokey, Sealed Air Corporation, and STERIS Corporation. She holds a B.A. from the University of California, Los Angeles, an M.S. in Applied Mathematics from Brown University, and a doctorate from University of California, Los Angeles.
About TriNet
TriNet (NYSE: TNET) provides small and medium size businesses (SMBs) with full-service HR solutions tailored by industry. To free SMBs from HR complexities, TriNet offers access to human capital expertise, benefits, risk mitigation and compliance, payroll and real-time technology. From Main Street to Wall Street, TriNet empowers SMBs to focus on what matters most—growing their business. TriNet, incredible starts here. For more information, visit TriNet.com or follow us on Twitter.
TriNet (NYSE: TNET) provides small and medium size businesses (SMBs) with full-service HR solutions tailored by industry. To free SMBs from HR complexities, TriNet offers access to human capital expertise, benefits, risk mitigation and compliance, payroll and real-time technology. From Main Street to Wall Street, TriNet empowers SMBs to focus on what matters most—growing their business. TriNet, incredible starts here. For more information, visit TriNet.com or follow us on Twitter.
Investors: | Media: |
Alex Bauer | Fatima Afzal |
TriNet | TriNet |
Investorrelations@TriNet.com | |
TriNet and the TriNet logo are registered trademarks of TriNet. All other trademarks, service marks, registered trademarks, or registered service marks are the property of their respective owners.
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