Item 2.02 Results of Operations and Financial Condition.
OnMarch 2, 2022 ,C3.ai, Inc. (the "Company") issued a press release announcing its financial results for the fiscal third quarter endedJanuary 31, 2022 . A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, 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 of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
OnFebruary 25, 2022 ,Adeel Manzoor resigned from his position with the Company effectiveFebruary 28, 2022 (the "Separation Date").Mr. Manzoor entered into an agreement (the "Separation Agreement") with the Company regarding his separation from the Company whereby he received (a) all accrued salary earned through the Separation Date and (b) repayment forgiveness in connection with his signing bonus. The Separation Agreement contains a mutual non-disparagement obligation and a standard release of claims on the part ofMr. Manzoor . The foregoing description is qualified in its entirety by reference to the Separation Agreement with the Company, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter endedJanuary 31, 2022 .
Appointment of Chief Financial Officer
OnMarch 1, 2022 ,Juho Parkkinen was appointed as the Company's Senior Vice President and Chief Financial Officer, effective as of the same date. In this position,Mr. Parkkinen will succeedAdeel Manzoor as the Company's principal financial officer.Mr. Parkkinen , age 37, has served as the Company's principal accounting officer sinceDecember 2021 . FromFebruary 2021 toDecember 2021 ,Mr. Parkkinen served as the Company's Vice President and Corporate Controller. FromMarch 2017 toJanuary 2021 ,Mr. Parkkinen held various positions in the financial reporting group at MongoDB, Inc., a software company, most recently serving as its Senior Director and Assistant Corporate Controller. FromSeptember 2009 toFebruary 2017 ,Mr. Parkkinen held positions atErnst & Young .Mr. Parkkinen holds a B.S. in Business with an emphasis in Accounting and Mathematics fromSanta Clara University and is a Certified Public Accountant in theState of California . -------------------------------------------------------------------------------- In connection with his appointment as the Company's Chief Financial Officer, the Company andMr. Parkkinen have entered into a new offer letter (the "Offer Letter"), pursuant to whichMr. Parkkinen will receive an annual base salary of$375,000 and will have a target bonus opportunity of 50% of his base salary. In addition,Mr. Parkkinen also received an additional award under theC3.ai, Inc. 2020 Equity Incentive Plan of 120,000 restricted stock units and options to purchase 170,000 shares of the Company's Class A common stock. The restricted stock units and options will vest on a quarterly and monthly vesting schedules, as applicable, subject to acceleration in certain events as described in the Offer Letter.Mr. Parkkinen was previously awarded 60,000 restricted stock units and options to purchase 100,000 shares of the Company's Class A common stock in connection with his prior roles with the Company. There are no arrangements or understandings betweenMr. Parkkinen and any person pursuant to which he was appointed as the Chief Financial Officer of the Company.Mr. Parkkinen does not have a family relationship with any of the executive officers or directors of the Company. There are no transactions in whichMr. Parkkinen had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. A copy of the Offer Letter is attached as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 + Offer Letter by and between the Registra nt and Juho Parkkinen , dated March 1, 2022 . 99.1 Press Release dated March 2 , 202 2 . 104 Cover Page Interactive Data File (the
cover page XBRL tags are embedded
within the inline XBRL document).
+ Indicates management contract or compensatory plan.
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