SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2020
(Exact name of registrant as specified in its charter)
|France|| ||001-37825|| ||Not Applicable|
|(State or other jurisdiction of|
| ||(Commission File Number)|| ||(IRS Employer|
|5-7 Rue Salomon de Rothschild|
|(Address of principal executive offices)||(Zip Code)|
+33 (0) 1 46 25 06 00
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol (s)||Name of exchange on which registered|
|American Depositary Shares, each representing one ordinary share, nominal value €0.08 per share||TLND||The NASDAQ Stock Market LLC|
|Ordinary shares, nominal value €0.08 per share*||The NASDAQ Stock Market LLC*|
* Not for trading, but only in connection with the listing of the American Depositary Shares on the NASDAQ Stock Market LLC.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.|
(b) Departure of Director
On November 17, 2020, Mark Nelson resigned as a member of the Board of Directors (the "Board") of Talend S.A. (the "Company"). Mr. Nelson's resignation as a director was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
(d) Election of Directors
On November 17, 2020, the Board appointed Elissa Fink to serve as a director of the Company and a member of the Compensation Committee, effective immediately. As required by French law, Ms. Fink will stand for election at the Company's 2021 Annual General Meeting of Shareholders (the "2021 Annual Meeting"). Upon ratification of her appointment at the 2021 Annual Meeting, Ms. Fink will hold office until the 2022 Annual General Meeting of Shareholders and until her successor is duly elected and qualified. There are no arrangements or understandings between Ms. Fink and any other persons pursuant to which she was elected as a director. There are no family relationships between Ms. Fink and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
On November 17, 2020, the Board appointed Ryan Kearny to serve as a director of the Company and a member of the Audit Committee, effective immediately. As required by French law, Mr. Kearny will stand for election at the Company's 2021 Annual Meeting. Upon ratification of his appointment at the 2021 Annual Meeting, Mr. Kearny will hold office until the 2024 Annual General Meeting of Shareholders and until his successor is duly elected and qualified. There are no arrangements or understandings between Mr. Kearny and any other persons pursuant to which he was elected as a director. There are no family relationships between Mr. Kearny and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Ms. Fink and Mr. Kearny are each eligible to participate in the compensation program for non-employee directors, as most recently amended by the Board on August 4, 2020 ("Outside Director Compensation Program"), the terms of which will be described in the Company's proxy statement for its 2021 Annual Meeting. Under the Outside Director Compensation Program, Ms. Fink and Mr. Kearny are each entitled to receive annual cash compensation for service on the Board and for service on the Compensation Committee and Audit Committee, respectively, and the opportunity to purchase warrants (BSAs), all on the same terms and conditions as other non-employee directors of the Company. Ms. Fink and Mr. Kearny will each enter into the Company's standard form of indemnification agreement, which has previously been filed with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
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.
| ||Talend S.A.|
/s/ Aaron Ross
| ||Aaron Ross|
| ||General Counsel|
Date: November 18, 2020
Elissa Fink, Ryan Kearny Join Talend Board, Bringing Tech Industry Marketing and Product Expertise
Former Tableau CMO and F5 CTO Deepen High-Growth Cloud and Data Market Expertise on Talend’s Board
Redwood City, CA, November 18, 2020 — Talend (NASDAQ: TLND), a global leader in data integration and integrity, today announced that it has appointed Elissa Fink and Ryan Kearny to its board of directors. Ms. Fink brings significant marketing experience to the board, most recently having served as CMO for Tableau. Mr. Kearny has held a number of executive-level roles leading product and engineering teams, including serving as CTO of F5.
“Elissa brings experience serving on the boards of a number of dynamic, private technology firms, as well as extensive marketing expertise from her tenure as CMO of Tableau,” said Steve Singh, Chairman of the Board of Talend. “Her deep insight into the data landscape and proven ability to guide rapid-growth companies execute and scale will be tremendously beneficial for Talend.”
“Ryan’s more than two decades experience leading product development and scaling engineering teams will be invaluable as Talend continues to innovate its solution set,” said Singh. “I look forward to working closely with Ryan and Elissa to help Talend on its journey to becoming a billion-dollar revenue company.”
Ms. Fink currently sits on the board of several technology companies, including Qumulo and Pantheon. Most recently, she was CMO of Tableau, a data visualization company acquired by Salesforce, through its rise from a start-up with $5 million in annual revenue to a public company with over $1 billion in annual revenue. Prior to Tableau, she was Executive Vice President at IXI Corporation, a financial services technology company acquired by Equifax, Inc. Ms. Fink is filling the vacancy created by the previously disclosed resignation from Talend’s board of Mike Tuchen, Talend’s former CEO.
Mr. Kearny is Chief Technology Officer and Senior Vice President, Development at Lassen Peak, a software security company. He previously drove technology strategy, roadmap, and growth for more than two decades in various executive roles at F5 Networks, an application services and application delivery networking company. Mr. Kearny is filling the vacancy created by the resignation of Mark Nelson, who is leaving to focus on his role as Executive Vice President of Product Development at Tableau, which is now part of Salesforce.
“I want to take this opportunity to thank Mark for the strategic guidance he has provided our company,” said Christal Bemont, Chief Executive Officer, Talend. “Mark’s insights and experience have been invaluable, and it’s been an honor to work with him.”
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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,” “would,” “likely,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or other similar terms or expressions 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 press release include our future revenue and growth prospects. 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, general economic conditions, including the impact on economic conditions of the novel coronavirus (“COVID-19”) pandemic; the impact of COVID-19 on demand for our solutions, and our business, operations, customers, third-party partners and employees; 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; our ability to successfully manage our leadership transition; 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-based and on-premise big data integration offerings; the growth of the market for cloud-based offerings; competition from other products and services; the sufficiency of our cash and cash equivalents to meet our cash needs; 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 and virtual marketing efforts; our ability to protect our intellectual property, including trade secrets, patents and copyrights; our ability to comply with government laws and regulations; natural, man-made and other disasters, including pandemics; and general market, political, economic and business conditions, including the fluctuation of foreign currency exchange rates and exposure to political, economic and social events in France, the United States, the United Kingdom, China and other jurisdictions in which we operate and have customers.
The forward-looking statements contained in this press release are also subject to other risks and uncertainties, and the foregoing list of factors is not exhaustive. 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 Operations” and elsewhere in our most recent filings with the Securities and Exchange Commission, including our most recently filed report on Form 10-K and subsequent filings. Our SEC filings are available on the Investor Relations section of our website at https://investor.talend.com and the SEC’s website at www.sec.gov. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not undertake, and specifically 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.
Talend (NASDAQ: TLND), a leader in data integration and data integrity, is changing the way the world makes decisions.
Talend Data Fabric is the only platform that brings together all the data integration and governance capabilities to simplify every aspect of working with data. Talend delivers complete, clean, and uncompromised data in real-time to all. This unified approach to data has made it possible to create the Talend Trust Score™, an industry-first innovation that instantly assesses the reliability of any dataset to bring clarity and confidence to every decision.
Over 5000 organizations across the globe have chosen Talend to run their businesses on trusted data. Talend is recognized as a leader in its field by leading analyst firms and industry media. For more information, please visit www.talend.com and follow us on Twitter: @Talend.
Vice President, Treasury and Investor Relations
Vice President, Corporate Communications