Trinet Group, Inc 8-K, filed Mar 18, 2021
Trinet Group, Inc. (TNET)
8-K
2021-03-18
For: 2021-03-16
View Original
Added on
April 09, 2026
About this 8-K
Trinet Group, Inc filed this 8-K on March 18, 2021, reporting on events of March 16, 2021.
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): March 16, 2021
(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 Ralph A. Clark as Director
On March 16, 2021, the Board of Directors (the “Board”) of TriNet Group, Inc. (the “Company”) approved an increase in the size of the Board from eleven to twelve members and appointed Ralph A. Clark as a director to fill the vacancy created by the increase. Effective March 16, 2021, Mr. Clark will serve as a Class I Director, and as such will serve until the Company’s 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his services cease sooner in the event of his earlier death, resignation, or removal. The Board has not appointed Mr. Clark to any committees of the Board.
There is no arrangement or understanding between Mr. Clark, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Clark was selected as a director. Mr. Clark is the CEO and President of ShotSpotter, Inc. (“ShotSpotter”), a customer of the Company since 2007. In 2020, ShotSpotter paid the Company $2,388,285, including certain worksite employee related pass-through amounts. In connection with Mr. Clark’s appointment, the Audit Committee was briefed on these transactions in accordance with the Company’s policies. Pursuant to the terms of the Company’s existing contractual arrangements with ShotSpotter, in 2021 the Company expects ShotSpotter to make payments to the Company that will be considered related party transactions under the Company's Related Person Transaction Policy and Item 404 of Regulation S-K. The Audit Committee will review future payments from and transactions involving ShotSpotter in accordance with the Company’s policies and applicable law. The Board determined that Mr. Clark is 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. Clark will receive compensation for his service on the Board in accordance with the Board’s Amended and Restated Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”), as described in the definitive proxy statement for the Company’s 2020 annual meeting of stockholders, filed with the SEC on April 23, 2020. The Non-Employee Director Compensation Policy was most recently amended June 3, 2020, as disclosed in the Company's SEC filings.
Mr. Clark is expected to enter into the Company’s standard form of indemnification agreement.
A copy of the press release announcing Mr. Clark’s appointment to the Board is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | ||||
| 99.1* | Press Release, dated March 18, 2021, entitled "TriNet Announces Appointment of Ralph Clark, President and Chief Executive Officer of ShotSpotter, to its Board of Directors" | ||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | ||||
* Furnished herewith
INDEX TO EXHIBITS
| Exhibit Number | Description | ||||||||||||||||
| 99.1 | |||||||||||||||||
| 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: | March 18, 2021 | By: | /s/ Samantha Wellington | ||||||||||||||||||||||||||||||||
| Samantha Wellington | |||||||||||||||||||||||||||||||||||
| Senior Vice President, Chief Legal Officer and Secretary | |||||||||||||||||||||||||||||||||||
TriNet Announces Appointment of Ralph Clark, President and Chief Executive Officer of ShotSpotter, to its Board of Directors
Seasoned Executive Adds Expert Insight into the Needs of Small and Medium-Size Business
Dublin, CA — March 18, 2021—TriNet, a leading provider of comprehensive human resources for small and medium-size businesses (SMBs), today announced that Ralph Clark, president and chief executive officer of ShotSpotter, Inc., a leader in precision policing solutions that enable law enforcement to more effectively respond to, investigate and deter crime, has been appointed to the company’s board of directors.
Mr. Clark has nearly 30 years of executive experience in the small to medium-size business space and has led ShotSpotter for over a decade. His experience also includes leading and founding several startups, VC firms and financial services companies.
“Ralph is a well-respected leader with a remarkable success record as an entrepreneur and trusted advisor to small businesses. He led ShotSpotter from a tech startup with an ingenious, life-saving product to an award-winning and industry-leading, publicly traded company,” said TriNet President and Chief Executive Officer, Burton M. Goldfield. “He is a dynamic, out-of-the box thinker who is socially conscious with the work he does and one of the most genuine individuals I know. Adding Ralph to our board will be an incredible benefit to TriNet and the businesses we proudly serve.”
Mr. Clark is dedicated to ShotSpotter’s mission of helping law enforcement agencies provide equal protection for at-risk, underserved neighborhoods, improving public safety and restoring police as trusted guardians of the community. Before the company’s initial public offering, he led its transformation into a SaaS model to better serve police departments in leveraging ShotSpotter’s technology to reduce gun violence. He has also overseen record customer satisfaction numbers and an explosive growth of ShotSpotter’s product into more than 100 cities.
“I have a long-standing relationship with TriNet and am continually impressed with the work they do to power small and medium-size business success,” said Mr. Clark. “Now, more than ever, it is vital that we band together to stand behind our entrepreneurs, who are the lifeblood of the economy. America’s businesses are facing enormous challenges and I am thrilled join the TriNet Board as an advocate for small and medium-size businesses and business leaders.”
Previous and current boards that Mr. Clark has chaired or been a member of include Pacific Community Ventures, the Oakland Boys and Girls Club, Oakland Museum of California, Harvard Business School’s California Advisory Board and the American Conservatory Theater. He has earned a Master of Business Administration from Harvard Business School and a Bachelor of Science in economics from the University of the Pacific.
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.
| Investors: | Media: | ||||
| Alex Bauer | Renee Brotherton | ||||
| TriNet | TriNet | ||||
Investorrelations@TriNet.com | PR@TriNet.com | ||||
(510) 875-7201 | (408) 646-5103 | ||||
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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