Current Report Filing (8-k)
September 12 2017 - 4:22PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): September 10, 2017
Hortonworks, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36780
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37-1634325
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5470 Great America Parkway
Santa Clara, California 95054
(Address of principal executive office) (Zip Code)
(408)
916-4121
(Registrants telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 Arrangements of Certain Officers.
(e) Compensatory Arrangements of Chief Executive Officer
On September 10, 2017, the compensation committee of the board of directors (the Board) of Hortonworks, Inc.
(the Company) granted Robert Bearden, the Chair of the Board and Chief Executive Officer of the Company, (i) an award of 1,786,778 time-based restricted stock units (the RSU Award) under the Companys Amended and
Restated 2014 Stock Option and Incentive Plan (the 2014 Plan), which is incorporated herein by reference, each of which correlates to one share of the Companys common stock and (ii) an award of 714,711 performance-based
restricted stock units (the PSU Award) under the 2014 Plan, each of which correlates to one share of the Companys common stock.
The RSU Award and the PSU Award are the first Company equity awards granted to Mr. Bearden since September 12, 2014,
when he was granted an option to purchase 1,185,000 shares of the Companys common stock, which he voluntarily canceled on February 11, 2016 to facilitate making equity grants to the Companys other employees without increasing the
Companys equity overhang. The RSU Award and the PSU Award are the only unvested equity awards held by Mr. Bearden.
One-twelfth
(1/12) of the RSU award will vest and become releasable on
November 15, 2017, and thereafter, the balance will vest and become releasable in a series of eleven (11) equal successive three-month installments over the following thirty-three (33) months thereafter, all subject to
Mr. Beardens continued status as a Company service provider on the relevant vesting date. The RSU Award is subject to accelerated vesting in the event of a change in control of the Company.
100% of the PSU award will vest and become releasable upon the satisfaction of certain performance criteria during a four (4)
year performance period commencing on the PSU Award grant date, all subject to Mr. Beardens continued status as a Company service provider on the vesting date.
In addition, on September 11, 2017, the compensation committee of the Board amended Mr. Beardens Amended and
Restated Employment Agreement, dated March 13, 2017 (the Original Agreement), to provide that if Mr. Beardens employment is terminated by the Company without Cause (as defined in the Original Agreement), the vesting of
all stock options and other stock-based awards held by him will be accelerated as if he had completed an additional eighteen (18) months of service with the Company (except to the extent a specific award provides more favorable terms).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
(1)
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Incorporated by reference to Exhibit 10.1 filed with the Companys Form
10-Q,
filed on August 9, 2016.
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(2)
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Incorporated by reference to Exhibit 10.3 filed with the Companys Form
S-1,
filed on November 10, 2014.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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HORTONWORKS, INC.
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Dated: September 12, 2017
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By:
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/s/ Scott Davidson
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Scott Davidson
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Chief Financial Officer and Chief Operating Officer
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Exhibit Index
(1)
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Incorporated by reference to Exhibit 10.1 filed with the Companys Form
10-Q,
filed on August 9, 2016.
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(2)
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Incorporated by reference to Exhibit 10.3 filed with the Companys Form
S-1,
filed on November 10, 2014.
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