UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 19, 2015

Date of Report (Date of earliest event reported)

 

 

Zynga Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35375   42-1733483

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(I.R.S. employer

identification number)

699 Eighth Street

San Francisco, CA 94103

(Address of principal executive offices, including zip code)

(855) 449-9642

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨ 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))

 

 

 


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

Departure of Directors or Certain Officers

On April 19, 2015, Clive Downie provided notice of his resignation from his position as Chief Operating Officer of Zynga Inc., effective as of April 19, 2015.

Election of Directors

On April 23, 2015, the Board of Directors (the “Board”) of Zynga Inc. (the “Company”) elected, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), Louis J. Lavigne, Jr. to serve as a member of the Board until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Upon his election to the Board and upon the recommendation of the Nominating Committee, Mr. Lavigne was appointed as a member of the Audit Committee of the Board.

In accordance with the Company’s current program for compensation of non-employee directors which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2014 and incorporated by reference herein, Mr. Lavigne will be entitled to receive compensation for his service as a member of the Board and committees thereof.

There are no arrangements or understandings between Mr. Lavigne and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Lavigne and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Lavigne is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. The Company has also entered into its standard form of indemnification agreement with Mr. Lavigne.

A copy of the press release announcing Mr. Lavigne’s election to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein.

The information furnished on this Form 8-K, including Exhibit 99.1 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 into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press release announcing election of Louis J. Lavigne, Jr. as a director of the Board, dated April 23, 2015.


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.

 

Zynga Inc.
Date: April 23, 2015 By:  

/s/ David Lee

  David Lee
  Chief Financial Officer and
  Chief Accounting Officer


INDEX TO EXHIBITS

 

Exhibit No.

  

Description

99.1    Press release announcing election of Louis J. Lavigne, Jr. as a director of the Board, dated April 23, 2015.


Exhibit 99.1

ZYNGA APPOINTS LOUIS J. LAVIGNE, JR. TO BOARD OF DIRECTORS

SAN FRANCISCO, April 23, 2015 – Zynga Inc. (Nasdaq:ZNGA), a leading provider of social game services, today announced that Louis J. Lavigne, Jr., former Genentech Inc. Chief Financial Officer, has joined the company’s Board of Directors. Lavigne brings extensive experience in business operations and management, strategy, finance, accounting and public company governance to Zynga’s Board.

“I’m excited to welcome Lou to our Board of Directors during this important time. Lou brings deep experience in business transformation and public company operations having previously served as the CFO of Genentech for more than 15 years and as a Board leader for several other companies. I look forward to working with Lou and the rest of our talented Board as we pursue our mission to connect the world through games and deliver the best experiences for our players,” said Mark Pincus, CEO of Zynga.

“The mobile gaming industry continues to grow at an incredible pace. I believe in Zynga’s future potential, and Mark’s commitment, leadership and vision to bring social gaming to the mass market. I look forward to partnering with my fellow board members as Mark and the team lead Zynga through its transition,” said Lavigne.

Lavigne, 66, is currently the Managing Director of Lavrite, LLC, a management consulting firm specializing in corporate finance, accounting, growth strategy and management. Prior to joining Lavrite, Lavigne spent more than 23 years at Genentech, Inc., primarily serving as Chief Financial Officer from 1988-2005. In that role, Lavigne was responsible for Genentech’s Financial, Corporate Relations, and Information Technology groups and also served as a member of Genentech’s Executive Committee and Chairman of its 401K Plan Committee. In 2006, Lavigne received the Bay Area CFO of the Year-Hall of Fame-Lifetime Achievement Award. Prior to Genentech, he held various financial management positions with Pennwalt Corporation.

Lavigne currently serves on the Board of Directors for several companies and institutions including Accuray, Inc., a radiation oncology company, where he is Chairman of the Board and Compensation Committee. Lavigne also serves as the Chairman of the Audit Committee for Depomed, Inc., a specialty pharmaceutical company; and DocuSign, Inc., a private eSignature transaction management company. He is also a member of the Compensation and Mergers and Acquisition Committees, for NovoCure, a private commercial stage oncology company. He is also a member of the Pacific SW Network of Audit Committee Chairs and the faculty of GLG Institute.

Additionally, Lavigne is a Board Member and Chairman of the UCSF Benioff Children’s Hospital Oakland, the UCSF Benioff Children’s Hospitals, and the UCSF Children’s Hospitals Foundation and a member of the Audit Committee.

Previously, Lavigne was a Board Member and on the Audit and Finance and Science and Technology Committees of Allergan, Inc.; and Audit Committee Chairman of Arena Pharmaceuticals, BMC Software, Equinix, Inc., Kyphon, Inc., SafeNet, Inc. and Xenova, PLC.

Lavigne joins Zynga’s distinguished board members including Mark Pincus, John Doerr, Dr. Regina E. Dugan, William “Bing” Gordon, Stanley J. Meresman, Sunil Paul and Ellen F. Siminoff. Lavigne will become a member of the Audit Committee, alongside members Stanley J. Meresman, Sunil Paul and Ellen F. Siminoff.

About Zynga Inc.

Zynga Inc. is a leading developer of the world’s most popular social games that are played by millions of monthly consumers. The company has created evergreen franchises such as FarmVille, Zynga Casino and Words With Friends. Zynga’s NaturalMotion, an Oxford-based mobile game and technology developer, is the creator of hit mobile games in popular entertainment categories, including CSR Racing, CSR Classics and Clumsy Ninja. Zynga games have been played by more than 1 billion people around the world and are available on a number of global platforms including Apple iOS, Google Android, Facebook and Zynga.com.


The company is headquartered in San Francisco, California. Learn more about Zynga at http://blog.zynga.com or follow us on Twitter and Facebook.

Contact:

Dani Dudeck

dani@zynga.com

Forward-Looking Statements

This press release contains forward looking statements relating to, among other things, our potential and the potential of the mobile gaming industry, our future operational plans, strategies and prospects, the strength of our future games slate, our ability to take advantage of the growth opportunity across our industry and our transition process. Forward-looking statements often include words such as “outlook,” “projected,” “intends,” “will,” “anticipate,” “believe,” “target,” “expect,” and statements in the future tense are generally forward-looking. The achievement or success of the matters covered by such forward-looking statements involves significant risks, uncertainties, and assumptions. Our actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of our future performance.

More information about factors that could affect our operating results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the three months ended September 30, 2014 and in our Annual Report on Form 10-K for the year ended December 31, 2014, copies of which may be obtained by visiting our Investor Relations web site at http://investor.zynga.com or the SEC’s web site at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. There is no guarantee that the circumstances described in our forward-looking statements will occur. We assume no obligation to update such statements.

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