8X8 INC /DE/
1023731
Nov 18, 2024, 09:15 PM
0001023731-24-000121
Items (2)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 18, 2024, the Board of Directors (the “ Board”) of 8x8, Inc. (the “ Company”) appointed John Pagliuca to the Board. Mr. Pagliuca’s initial term will expire at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), concurrently with the terms of the other members of the Board. In connection with his appointment to the Board, Mr. Pagliuca will be granted two awards of restricted stock units (“ RSUs”), in accordance with the Company's non-employee director compensation policy. Under that policy, Mr. Pagliuca, as a new non-employee director of the Board, shall be entitled to: (a) an annual board service retainer of $100,000 paid on a pro-rated basis to reflect the length of Mr. Pagliuca’s term of service until the 2025 Annual Meeting; (b) an initial RSU award with a value of $100,000, vesting in two equal installments on the first and second anniversaries of the date of grant, subject to his continued service on the Board; and (c) an award of RSUs equal in value to $135,000 (on a pro-rated basis, based on the length of the remaining term of service, in the event the director is appointed on a date other than the annual meeting), vesting in full on the date of the 2025 Annual Meeting, subject to his continued service on the Board. In addition, the Company intends to enter into its standard form indemnification agreement with Mr. Pagliuca. Mr. Pagliuca does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The press release announcing this appointment is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Description 99.1 Press release dated as of November 18, 2024, of 8x8, Inc. ──────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File, formatted in Inline XBRL. 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. Date: November 18, 2024 8x8, Inc. By: /s/ LAURENCE DENNY Laurence Denny Chief Legal Officer