Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On October 18, 2021, the Board of Directors (the "Board") of Rackspace
Technology, Inc. (the "Company"), upon the recommendation of the Corporate
Governance and Nominating Committee of the Company appointed Shashank Samant as
an independent director of the Company, effective as of October 18, 2021 (the
"Effective Date"). Mr. Samant will serve until the Company's 2023 Annual Meeting
of Shareholders, when he will be subject to re-election to the Board by a vote
of the Company's shareholders, or until his earlier resignation or removal. Mr.
Samant has not been appointed as a member of any committee of the Board at this
time; however, the Company expects to appoint him to one or more committees of
the Board in the future.
In connection with his appointment as a director, Mr. Samant is entitled to
receive the pro rata portion of the standard compensation for service on the
Board by the Company's non-management directors for the period from the
Effective Date through the date of the Company's 2022 Annual Meeting of
Shareholders (the "Annual Meeting"). The standard compensation currently
consists of an annual cash retainer, paid in quarterly installments, in the
amount of $100,000 per year, and an annual equity award of restricted stock
units granted in a lump sum following the release of election results from the
Annual Meeting with a grant date fair value of approximately $200,000. The pro
rata portion of the aforementioned cash compensation to which Mr. Samant is
entitled in connection with his appointment will be paid on the date of the next
scheduled quarterly payment, and the pro rata portion of the equity award will
be granted on October 22, 2021 and will vest on the date of the Annual Meeting.
All non-management directors are also reimbursed for their reasonable
out-of-pocket expenses incurred in attending Board and committee meetings.
The Company expects Mr. Samant to enter into standard director and officer
indemnification agreements that it has with its directors and officers. A copy
of the Company's form of director and officer indemnification agreement was
filed as Exhibit 10.35 to the Company's Form 10-K filed on February 26, 2021.
There are no arrangements or understandings between Mr. Samant and any other
persons pursuant to which Mr. Samant was selected as a director. There are no
transactions, arrangements or relationships between the Company or its
subsidiaries, on the one hand, and Mr. Samant, on the other hand, which would
require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the Company's press release publicly announcing the appointment of Mr.
Samant is filed as Exhibit 99.1 attached hereto and is incorporated by reference
herein.
(b) Further, on October 18, 2021, Mr. Brian St. Jean resigned as a director of
the Company effective immediately. The resignation has been accepted by the
chairman of the Company's Board. Mr. St. Jean's departure is not the result of
any disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
Pursuant to that certain Amended and Restated Investor Rights Agreement, dated
as of August 4, 2020 (as amended on December 7, 2020), by and among the Company,
DPH 123, LLC, Ace Investment Holdings, LLC, AP VIII Inception Holdings, L.P.,
ABRY Partners VIII, L.P. ("Abry") and the other Abry Investors party thereto
from time to time, as long as the Abry Investors continue to hold at least 50%
of the shares of the Company's common stock that the Abry Investors originally
received in connection with the acquisition of Rackspace Hosting, Inc. (subject
to any equitable adjustments), Abry will have the right to designate one
director to the Company's board of directors. Abry has indicated that it does
not currently intend to designate another individual to the Company's board of
directors but reserves its right to do so in the future.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Exhibit Description
99.1 Press release of Rackspace Technology, Inc., dated October 19, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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