materials to be filed with the SEC in connection with the 2019 Annual Meeting. Information relating to the foregoing can also be found in the Companys definitive proxy statement for its
2018 annual meeting of stockholders (the
2018 Proxy Statement
), filed with the SEC on May 25, 2018. To the extent holdings of the Companys securities by such potential participants (or the identity of such participants)
have changed since the information printed in the 2018 Proxy Statement, such information has been or will be reflected on Statements of Change in Ownership on Forms 3 and 4 filed with the SEC.
Stockholders will be able to obtain, free of charge, copies of the 2019 Proxy Statement, any amendments or supplements thereto and any other documents
(including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2019 Annual Meeting at the SECs website (http://www.sec.gov), at the Companys website (http://www.seachange.com) or by contacting the Company
at 50 Nagog Park, Acton, MA 01720, Attention: General Counsel.
(b)
|
Resignation of Officer
|
The disclosure under Item 5.02(a) of this current report on Form
8-K
is incorporated by reference.
The Board has appointed each of Yossi Aloni, the Companys Chief Commercial Officer, Peter Faubert, the Companys Chief Financial
Officer, Marek Kielczewski, the Companys Chief Technology Officer, and David McEvoy, the Companys General Counsel, to the Office of the Chief Executive Officer.
With respect to each of Mr. Faubert and Mr. McEvoy, the disclosure included in the Companys proxy statement filed with the SEC
on May 25, 2019 under the heading Information Concerning Executive Officers is incorporated herein by reference.
Mr.
Aloni, aged 50, joined the Company in January 2019 as the Companys Chief Commercial Officer. Prior to that, from January 2015 to December 2018, Mr. Aloni served as the Chief Corporate Operations at Ateme, and previously served as the Vice
President Management and Marketing at Magnum Semiconductor from January 2010 to January 2015.
Mr. Kielczewski, aged 42, joined the
Company in 2016 in connection with the Companys acquisition of DCC Labs Sp. Z.o.o. on May 5, 2016, and Mr. Kielczewski has served as the Companys Chief Technical Officer since July 2018. From August 2017 to July 2018, Mr. Kielczewski
served as the Companys Senior Vice President, Global Engineering, and from May 2016 to July 2017, as the Companys Senior Vice President CPE Software. Mr. Kielczewski co-founded DCC Labs Sp. Z.o.o in 2009, and from December 2009 until its
sale to the Company in May 2016, Mr. Kielczewski served as the Chief Executive Officer of DCC Labs Sp. Z.o.o.
The selection of Messrs.
Aloni, Faubert, Kielczewski and McEvoy to the Office of the CEO was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between the foregoing individuals and any director
or other executive officer of the Company, and there are no related party transactions between the Company and the foregoing persons reportable under Item 404(a) of Regulation
S-K,
other than the up to 113,546
shares issuable to Mr. Kielczewski on or after May 5, 2019 and the 113,546 shares issued to Mr. Kielczewski on May 5, 2018, in each case pursuant to that certain stock escrow agreement entered into by the Company in connection
with the acquisition of DCC Labs Sp z.o.o. on May 5, 2016.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The disclosure under Item 8.01 of this current report on Form
8-K
is incorporated by
reference.
Item 7.01. Regulation FD Disclosure
A press release related to the matters described in Item 5.02 of this Current Report on Form
8-K
is
included in Exhibit 99.1. The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto and incorporated herein by reference, is intended to be furnished and shall not be deemed filed