Item 2.02 Results of Operations and Financial Condition.
On January 9, 2020, Talend S.A. (the "Company") issued a press release
announcing preliminary unaudited estimates for the fourth quarter ended December
31, 2019. A copy of the press release is attached as Exhibit 99.1 to this
current report on Form 8-K and is incorporated herein by reference.
The information in this current report on Form 8-K and the exhibit attached
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 under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any general incorporation language 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 Michael Tuchen as Chief Executive Officer
On January 9, 2020, the Company announced that Michael Tuchen resigned as the
Company's Chief Executive Officer ("CEO"), effective as of January 8, 2020 (the
"Effective Date"). Mr. Tuchen will continue to serve on the Company's Board of
Directors (the "Board") following the Effective Date. The current term of Mr.
Tuchen's board seat expires at the Company's annual general meeting of its
shareholders in 2022 (the "Board Term"). Mr. Tuchen's resignation as CEO is not
the result of any material disagreement with the Company relating to the
Company's operations, policies or practices.
In connection with his resignation as CEO, Mr. Tuchen executed a separation
agreement and release on January 8, 2020 (the "Tuchen Agreement"). The Tuchen
Agreement provides that Mr. Tuchen's Company equity awards will continue to
vest, settle, and become exercisable, as applicable, on the same future vesting
and settlement dates that apply to such equity awards as of immediately prior to
the Effective Date through the end of the Board Term, subject to Mr. Tuchen's
continued service. In addition, Mr. Tuchen's vested and outstanding Company
stock options will remain exercisable through the date that is 12 months
following the end of the Board Term, subject to earlier termination upon a
change in control or similar transaction as defined in the applicable equity
plan, but in no event longer than the original 10-year maximum term of the
option.
Under the Tuchen Agreement, Mr. Tuchen is entitled to the following severance
payments and benefits: (1) a lump sum cash payment equal to $365,000, which
represents 100% of his annual base salary; (ii) the achieved amount of Mr.
Tuchen's fiscal 2019 annual bonus, which will be based on the Board's assessment
of the achievement of previously established 2019 annual bonus plan performance
objectives; and (iii) reimbursement of the COBRA premiums of Mr. Tuchen and his
dependents for up to 12 months following the Separation Date, subject to Mr.
Tuchen timely electing COBRA continuation coverage. The Tuchen Agreement also
includes, among other terms, a general release of claims in favor of the Company
and certain other parties, continued confidentiality obligations by Mr. Tuchen,
and a mutual nondisparagement provision.
The foregoing description of Mr. Tuchen's separation compensation and the terms
and conditions of his separation are qualified in their entirety by the full
text of the Tuchen Agreement, which will be filed as an exhibit to the Company's
Annual Report on Form 10-K for the most recently completed fiscal year to be
filed with the Securities and Exchange Commission.
Resignation of Nanci Caldwell as Director
On January 8, 2020, Nanci Caldwell resigned from her position as a member of the
Board of the Company. Ms. Caldwell was a member of the Company's compensation
committee and nominating and governance committee.
Ms. Caldwell was appointed a member of the Company's Board in February 2017.
Ms. Caldwell's resignation is not the result of any material disagreement with
the Company relating to the Company's operations, policies or practices.
Appointment of Christal Bemont as New Chief Executive Officer and Director
The Board appointed Christal Bemont as the Company's CEO effective as of the
Effective Date. Additionally, the Board appointed Ms. Bemont to serve as a
member of the Board, effective as of the Effective Date. As required by French
law, Ms. Bemont will stand for ratification at the Company's 2020 annual general
meeting and upon ratification of her appointment at such meeting, Ms. Bemont
will hold office until the Company's 2021 annual general meeting. Ms. Bemont
will fill the Board seat vacated by Ms. Caldwell.
Ms. Bemont, age 49, joins the Company from SAP Concur, where she most recently
served as Chief Revenue Officer ("CRO"). Prior to her role as CRO of SAP Concur,
Ms. Bemont held other executive roles at SAP Concur, including Senior Vice
President and General Manager of Small, Midsized, and National business units
from January 2015 to April 2019 and Vice President of Sales from January 2013 to
January 2015.
In connection with her appointment as CEO, Ms. Bemont signed an offer letter
(the "Offer Letter") that provides for a starting annual base salary of $500,000
and a target annual performance-based bonus opportunity of $500,000, subject to
the terms of the Company's bonus plan then in effect for Company senior
executives. For fiscal 2020, Ms. Bemont will be entitled to a minimum annual
bonus equal to 100% of her target annual bonus opportunity, which will be paid
in four quarterly installments ($125,000 per quarterly installment), and Ms.
Bemont will have the opportunity to earn amounts in excess of the target bonus
based on achievement of the 2020 performance goals. For fiscal 2021, Ms.
Bemont's target bonus will be payable quarterly, to the extent of the
achievement of the performance goals established by the Board for 2021, with the
achievement assessed by the Board.
The Offer Letter provides for the grant of equity awards to acquire ordinary
shares of the Company under the Company's 2019 Free Share Plan or its successor.
Such equity awards include an initial grant of restricted stock units ("RSUs")
having an aggregate fair value of $3,000,000 (the "Sign-On Award"). The RSUs
will vest on the two-year anniversary of the 15th day of the month occurring in
or following the month of the grant date, subject to Ms. Bemont's continued
employment through such date. The Offer Letter also provides that Ms. Bemont
will receive a 2020 annual grant having an aggregate fair value of $7,000,000
(the "2020 Annual Award"), to be divided equally between RSUs and
performance-based restricted stock units ("PSUs"). The 2020 Annual Award will be
granted at the same time as 2020 annual awards are made to the Company's other
senior executives. 40% of the 2020 Annual Award will vest on the 2-year
anniversary of the 15th day of the month occurring in or following the month of
the grant date and the remaining portion of the award will vest in equal
quarterly installments thereafter for an additional eight quarters, subject to
Ms. Bemont's continued employment through such dates, and with respect to PSUs,
only to the extent that the applicable performance metrics are achieved, as
determined by the Board. The value of the Sign-On Award and 2020 Award will be
converted into a number of RSUs based upon the 10-day average closing price of
an ordinary share of the Company (represented in an American Depository Share)
calculated as of the day prior to the applicable grant date.
Under the Offer Letter, Ms. Bemont also is entitled to receive a one-time new
hire grant of 66,613 RSUs and 66,613 PSUs (collectively, the "New Hire Award").
55% of the New Hire Award will vest on the two-year anniversary of the 15th day
of the month occurring in or following the month of the grant date and the
remaining portion of the grant will vest in equal quarterly installments
thereafter for an additional six quarters, subject to Ms. Bemont's continued
employment through such dates, and with respect to PSUs, only to the extent that
the applicable performance metrics are achieved, as determined by the Board.
Ms. Bemont is also entitled to (i) a lump sum cash bonus of $75,000, less
applicable tax withholding, to facilitate the relocation of Ms. Bemont and her
family to the San Francisco Bay Area, to be repaid on a pro-rated basis if,
within one year from her start date, Ms. Bemont voluntarily terminates her
employment, other than for "good reason," or is terminated for "cause" (as such
terms are defined in Ms. Bemont's severance agreement, as further described
below).
Ms. Bemont will become a party to a Change of Control and Severance Agreement
(the "Severance Agreement") on substantially the terms set forth on the
Company's previously approved form, but with such changes to reflect her
entitlement to the severance payments and benefits on the terms described below:
If Ms. Bemont's employment is terminated without "cause" (and other than for
death or "disability") or she terminates her employment for "good reason" in
each case within the period beginning on three months prior to and ending
12 months following a "change of control" (as such terms are defined in the
Severance Agreement) (such period, the "change of control period"), then Ms.
Bemont will be eligible to receive the following payments and benefits, subject
to her timely execution and non-revocation of a release of claims:
· A lump sum payment in an amount equal to 150% of Ms. Bemont's annual base
salary;
· A lump sum payment in an amount equal to a pro-rated amount of Ms. Bemont's
annual target bonus (offset by any portion of the annual bonus attributable to
such year that has become payable to her as of the termination date);
· Reimbursement of COBRA premiums through the earliest of (i) the 18-month
anniversary of the date of the termination of employment, (ii) the date on
which Ms. Bemont or her eligible dependents become covered under similar plans,
or (iii) the date on which Ms. Bemont or her eligible dependents, as
. . .
Item 7.01 Regulation FD Disclosure.
On January 9, 2020, the Company issued a press release announcing the
appointment of Ann-Christel Graham as Chief Revenue Officer, effective January
8, 2020, and Jamie Kiser as Chief Customer Officer, effective January 8, 2020. A
copy of the press release is furnished as Exhibit 99.1 to this report and
incorporated into this Item 7.01 by reference.
The information furnished in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated January 9, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements generally relate to
future events or our future financial or operating performance. In some cases,
you can identify forward-looking statements because they contain words such as
"may," "will," "should," "expects," "plans," "anticipates," "could," "intends,"
"target," "projects," "contemplates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of these words or other similar terms
or expressions that concern our expectations, strategy, plans or intentions.
Forward-looking statements in this Current Report on Form 8-K include, but are
not limited to, our preliminary financial results for the 2019 fourth quarter,
which are subject to finalization and contingencies associated with our
quarterly financial and accounting procedures, our expectations regarding our
ability to continue to bolster our market position and our prospects for future
growth. Our expectations and beliefs regarding these matters may not
materialize, and actual results in future periods are subject to inherent risks,
uncertainties and changes in circumstance that are difficult or impossible to
predict. Consequently, you should not rely on these forward-looking statements.
Actual outcomes and results may differ materially from those expressed or
implied by these forward-looking statements as a result of such uncertainties,
risks, and changes in circumstances, including, without limitation, risks and
uncertainties related to our ability to continue to deliver and improve our
products and successfully develop new products; customer acceptance and purchase
of our existing products and new products, including conversion of leads to
sales; our ability to successfully transition to the cloud; the impact of the
transition to cloud on our professional services revenue; our ability to retain
and increase sales to existing customers and generate new customers; market
demand for data integration solutions, particularly our cloud and on-premise big
data integration solutions; interruptions or performance problems associated
with our technology and infrastructure; competition from other products and
services; the sufficiency of our cash and cash equivalents, to meet our cash
needs; the unpredictability and length of our sales cycle; our ability to
deliver high-quality customer support; any security incidents or breaches or
perceptions of security incidents or breaches; our ability to hire, train, and
retain highly skilled and qualified employees, including senior-level managers,
engineers, and our ability to expand and train our sales force; the performance
of our channel partners; our success in sustaining and expanding our
international business; our ability to generate significant volumes of sales
leads from digital marketing efforts; the seasonality of our business; our
ability to protect our intellectual property, including trade secrets and
copyrights; costs resulting from any claim of infringement or other violations
by us of another party's intellectual property rights; our ability to comply
with government laws and regulations; natural and man-made disasters; and
general market, political, economic and business conditions, including the
fluctuation of foreign currency exchange rates and softening economic and
uncertain geopolitical conditions in Europe.
The forward-looking statements contained in this Current Report on Form 8-K are
also subject to other risks and uncertainties, and the foregoing list of factors
is not exclusive. Additional risks and uncertainties that could affect our
financial and operating results are included under the captions "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operation" and elsewhere in our most recent filings with the Securities and
Exchange Commission, including our most recent annual report on Form 10-K
filed with the SEC on February 28, 2019 and our most recent quarterly report
on Form 10-Q filed with the SEC on November 8, 2019 . Our SEC filings are
available on the Investors section of Talend's website at
http://investor.talend.com and the SEC's website at www.sec.gov. The
forward-looking statements in this Current Report on Form 8-K are based on
information available to us as of the date hereof, and we disclaim any
obligation to update any forward-looking statements provided to reflect any
change in our expectations or any change in events, conditions, or circumstances
on which any such statement is based, except as required by law.
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