Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 25, 2021, the board of directors (the "Board") of Jamf Holding Corp. (the
"Company") appointed Vina M. Leite as a member of the Board. Ms. Leite will
serve as a Class III director until the Company's 2023 Annual Meeting of
Shareholders and until such time as her successor is duly elected and qualified,
or until her earlier death, resignation or removal. Ms. Leite was also appointed
to serve as the chair of the Compensation and Nominating Committee of the Board.
Ms. Leite fills the vacancy on the Board created by the departure of Betsy
Atkins, departed the Board effective May 25, 2021. Ms. Atkins's departure was
not due to any disagreement with the Company's operations, policies or
practices, and Ms. Atkins will continue serve as an advisor to the Company and
the Board following her departure.
Vina M. Leite, age 52, is, and since 2019 has been, the Chief People Officer at
The Trade Desk, a publicly traded technology company that empowers digital ad
buyers to purchase data-driven digital advertising campaigns. From 2016 until
2019, Ms. Leite was the Chief People Officer of the cyber security firm Cylance
Inc., where she led that company through rapid growth and succeeded in obtaining
recognition for Cylance as one of the great places to work in Orange County,
California. She left Cylance in 2019 when it was acquired by BlackBerry Limited.
From 2014 to 2016, she was Senior Vice President and Chief Human Resource
Officer at QLogic. Ms. Leite currently serves on the board of Collectors
Universe, Inc. Ms. Leite is a member of the National Human Resources Association
and the Society for Human Resources Management. She also is a longstanding
supporter of organizations dedicated to helping women and their children, as
well as victims of domestic abuse and human trafficking. Ms. Leite earned a
Bachelor's degree in Management at Rhode Island College and a Master's degree in
Organizational Management from Capella University. Ms. Leite brings extensive
experience in human resources strategy and operations in the technology sector
at fast-growing companies, has a track record of successfully leading
organizations through periods of rapid growth and has a deep understanding of
human capital, which have proved invaluable through her work as an advisor to
CEOs and senior executives on a variety of organizational issues and, as a
result, brings these competencies to our Board.
In addition, on May 25, 2021, the Board increased the size of the Board from
nine to ten directors and appointed Virginia Gambale as a member of the Board to
fill the resulting vacancy. Ms. Gambale will serve as a Class II director until
the Company's 2022 Annual Meeting of Shareholders and until such time as her
successor is duly elected and qualified, or until her earlier death, resignation
or removal. Ms. Gambale was also appointed to serve on the Audit Committee of
the Board. As a result of the appointment of Ms. Gambale to the Audit Committee,
Mr. Guan will no longer serve on the Audit Committee, but will continue to serve
on the Board.
Virginia Gambale, age 62, is Managing Partner of Azimuth Partners LLC, a
technology advisory firm facilitating the growth and adoption of emerging
technologies for financial services, consumer and technology companies. Prior to
starting Azimuth Partners in 2003, Ms. Gambale was an Investment Partner at
Deutsche Bank Capital and ABS Ventures from 1999 to 2003. Prior to that, Ms.
Gambale held the position of Chief Information Officer at Bankers Trust Alex
Brown and Merrill Lynch. Ms. Gambale currently serves as a director for First
Derivatives plc, Regis Corp., Nutanix, Inc. and serves on the NACD Risk
Oversight Advisory Council. She has also served on numerous international public
and private boards, including Jetblue Airways Corp., Piper Jaffray Companies,
Synchronoss Technologies, Motive, Inc., Workbrain and IQ Financial, among
others. Ms. Gambale holds a B.S. from New York Institute of Technology-Old
Westbury. Ms. Gambale's previous experience in senior leadership positions in
finance and technology and previous services on the boards of other public
companies adds significant value to our board of directors.
In connection with these director appointments, the Company entered into its
standard form of indemnification agreement with each of Ms. Leite and Ms.
Gambale, the form of which was filed as Exhibit 10.13 to the Company's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the "SEC") on June 29, 2020. Each of Ms. Leite and Ms. Gamable was
nominated as a director by VEP Group, LLC pursuant to the Amended and Restated
Director Nomination Agreement, dated as of September 1, 2020, by and among the
Company, Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A,
L.P., VEPF VI FAF, L.P., VEPF VI Co-Invest 1, L.P., Vista Co-Invest Fund 2017-1,
L.P. and VEP Group, LLC, which was filed as Exhibit 10.10 to the Company's
Quarterly Report on Form 10-Q filed with the SEC on September 2, 2020. Neither
Ms. Leite nor Ms. Gambale was selected as a director pursuant to any other
arrangements or understandings with the Company or with any other person. Each
of Ms. Leite and Ms. Gambale will be compensated on the same basis as the
Company's other non-employee directors, as more fully described in the Company's
Proxy Statement filed with the SEC on April 12, 2021 (the "Proxy Statement").
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2021, the Company held its 2021 Annual Meeting of Shareholders (the
"Annual Meeting"). The proposals considered at the Annual Meeting are described
in the Company's Proxy Statement. The final voting results for each of the
proposals submitted to a vote of the shareholders are set forth below:
1. Election of Class I Directors:
BROKER NON-
FOR WITHHELD VOTE
David. A. Breach 84,677,544 16,971,572 1,801,946
Michael Fosnaugh 84,570,329 17,078,787 1,801,946
Christina Lema 92,859,069 8,790,047 1,801,946
2. The approval, by an advisory vote, to retain the classified structure of the
Company's Board of Directors:
BROKER
FOR AGAINST ABSTAIN NON-VOTE
79,459,969 22,041,327 147,820 1,801,946
3. The approval, by an advisory vote, to retain the supermajority voting
standards in the Company's Amended and Restated Certificate of Incorporation and
the Company's Amended and Restated Bylaws:
BROKER
FOR AGAINST ABSTAIN NON-VOTE
79,475,513 22,023,928 149,675 1,801,946
4. The approval of the Company's 2021 Employee Stock Purchase Plan:
BROKER
FOR AGAINST ABSTAIN NON-VOTE
93,837,832 7,664,554 146,730 1,801,946
5. The ratification of Ernst & Young LLP as the Company's independent registered
public accounting firm for the year ending December 31, 2021:
FOR AGAINST ABSTAIN
102,820,757 480,752 149,553
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