UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 


 

FORM 8-K

 


 

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 22, 2014

 

DATALINK CORPORATION

(Exact name of registrant as specified in charter)

 

Minnesota

 

000-29758

 

41-0856543

(State or other jurisdiction of
incorporation or organization)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

10050 Crosstown Circle, Suite 500, Eden Prairie, MN 55344

(Address of principal executive offices)

 

952-944-3462

(Registrant’s telephone number, including area code)

 

N/A

(Former Name and Address)

 

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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Mercedes A. Walton was elected to join our board of directors, filling a seat created by an increase in the size of our board of directors effective July 22, 2014.  Ms. Walton currently serves on the board of directors and is a member of the compensation committee and the management committee of SilkRoad, Inc., a provider of cloud-based social talent management solutions. Prior to its 2011 acquisition by CenturyLink, Ms. Walton served on the board of directors and was a member of the governance committee, the audit committee and the business development committee of SAVVIS, Inc., an industry leader in enterprise cloud computing and managed hosting services. From September 2005 through August 2011, Ms. Walton served as Chairman and Chief Executive Officer of Cryo-Cell International, Inc., a publicly traded biotechnology company.

 

For her service on the board, Ms. Walton will be compensated in accordance with the Company’s non-employee director compensation policy, which provides that our non-employee directors receive: an annual retainer of $50,000 and 6,000 shares of restricted stock; an annual retainer of $10,000 for the person serving as the chairperson of the Audit Committee, and an annual retainer of $6,000 for each non-employee director acting as the chairperson of the Compensation Committee, Governance Committee, and Merger and Acquisition Committee, respectively; and an annual retainer of $50,000 for the person serving as the Non-Executive Chairman.  We do not provide any form of incentive compensation or other form of stock-based or cash-based compensation or perquisites to our directors except as set forth above, although we do reimburse directors for reasonable expenses incurred in connection with out-of-town travel costs, lodging and other related expenses to and from board meetings.  We pay one-quarter of the annual retainers and attendance fees in arrears at the end of each calendar quarter. Directors may choose to receive deferred stock units (DSUs) in lieu of cash retainers. We issue the annual stock grants on June 30 of each year and they vest one-quarter upon issuance and one-quarter on the following September 30, December 31, and March 31, respectively, provided that the director is still a member of the Board on that date. We prorate the annual cash retainers for any departing or new directors during the applicable quarter.

 

A copy of the press release announcing Ms. Walton’s appointment to the board is furnished, but not filed, as Exhibit 99 hereto.

 

Item 9.01.                                      Financial Statements and Exhibits

 

(d)                                 Exhibits

 

99                                  Press Release dated July 22, 2014

 

2



 

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, thereunto duly authorized.

 

Dated:  July 22, 2014

 

 

DATALINK CORPORATION

 

 

 

 

 

 

 

By

/s/ Gregory T. Barnum

 

 

Gregory T. Barnum,

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

No.

 

Description

 

Manner of Filing

99

 

Press Release dated July 22, 2014

 

Filed Electronically

 

4




Exhibit 99

 

GRAPHIC

 

10050 Crosstown Circle, Suite 500, Eden Prairie, MN  55344

 

DATALINK CORPORATION ADDS NEW BOARD MEMBER

 

Technology Industry Veteran Mercedes A. Walton to Join Board

 

EDEN PRAIRIE, Minn., July 22, 2014 — Datalink (NASDAQ: DTLK), a leading provider of data center infrastructure and services, today announced that Mercedes A. Walton, president and chief executive officer of Ralston Hill Consulting LLC, has been elected to the company’s Board of Directors, effective immediately. The addition of Walton increases Datalink’s board to eight directors.

 

“We are delighted to have Mercedes join Datalink’s Board of Directors,” said board chairman Jim Ousley. “She brings wide-ranging expertise in corporate strategy and business development, as well as deep experience in technology innovation and commercialization, allowing our board to be an even greater strategic resource for Datalink’s management team. We look forward to the contributions she will make.”

 

Since fall 2011 Walton has been president and CEO of Ralston Hill Consulting LLC, a privately held technology commercialization consulting practice. She also has significant board experience having previously served on the boards of five public companies including Cryo-Cell International (OTCQB: CCEL), SAVVIS (Nasdaq: SVVS), Norstan (Nasdaq: NRRD), Applied Digital Solutions (Nasdaq: ADSX) and Digital Angel (AMEX: DOC).

 

“I am thrilled to join Datalink’s well-respected Board of Directors,” said Walton. “I look forward to collaborating with my fellow board members on strategies that will propel Datalink’s commitment to offering broad technological expertise to its customers. Datalink’s Advanced Services portfolio is unparalleled in this industry, and includes a rich suite of data center transformation and IT resiliency offerings, with a best-in-class cloud service management tool. I am excited to help Datalink continue to take advantage of the growth opportunities they face.”

 



 

Previously Walton was chairman and CEO of Cryo-Cell International, Inc., where she expanded the client base from 50,000 to over 240,000 and more than doubled the company’s revenue. Walton’s other experience includes senior leadership positions with AT&T last serving as Vice President — Corporate Strategy and Business Development and with Applied Digital Solutions. Walton holds an M.S. in Technology Management from Massachusetts Institute of Technology, a Master’s in Education from Harvard University and a B.A. in Psychology from Smith College.

 

About Datalink

 

A complete data center solutions and services provider for Fortune 500 and mid-tier enterprises, Datalink transforms data centers so they become more efficient, manageable and responsive to changing business needs.  Datalink helps leverage and protect storage, server, and network investments with a focus on long-term value, offering a full lifecycle of services, from consulting and design to implementation, management and support.  Datalink solutions span virtualization and consolidation, data storage and protection, advanced network infrastructures, business continuity, and cloud enablement. Each delivers measurable performance gains and maximizes the business value of IT.  For more information, call 800.448.6314 or visit www.datalink.com.

 

# # #

 

Company Contacts:

 

Investors & Analysts

Greg Barnum

Vice President and CFO

Phone:  952-279-4816

Email:  gbarnum@datalink.com

 

Press

Jill Schmidt

S&S Public Relations, Inc.

Phone: 847-415-9311
Email: jills@sspr.com

 



 

Investor Relations

Kim Payne

Investor Relations

Phone:  952-279-4794

Fax:      952-944-7869

Email:  einvestor@datalink.com

 


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