The New York Stock Exchange (
NYSE
) Listed Company Manual requires NYSE-listed companies to make certain corporate governance
disclosures in their Annual Reports on Form
10-K
or their annual meeting proxy statements. As a result of the previously disclosed delay in the filing of WageWorks, Inc. (the
Company
,
we
,
us
, or
our
) Annual Report on Form
10-K
for the fiscal year ended December 31, 2017 with the Securities and Exchange Commission
(
SEC
), we have been unable to make certain corporate governance disclosures required to be contained in that filing (or, alternatively, in a proxy statement) under Section 303A of the NYSE Listed Company Manual. Accordingly,
we are providing the following corporate governance information required under Section 303A of the NYSE Listed Company Manual.
Director
Independence
Our board of directors (the
Board
) currently consists of the following 7 directors: Stuart C. Harvey,
Jr., Edgar O. Montes, Thomas A. Bevilacqua, George P. Scanlon, Bruce G. Bodaken, Jerome D. Gramaglia, and Robert L. Metzger.
Under the
rules of the NYSE, independent directors must comprise a majority of a listed companys board of directors. The Board has undertaken a review of its composition, the composition of its committees, and the independence of each director. Based
upon all of the relevant facts and circumstances, including information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, the Board has affirmatively
determined that each of Messrs. Bevilacqua, Scanlon, Bodaken, Gramaglia, and Metzger is independent as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE.
Accordingly, a majority of our directors are independent, as required under applicable NYSE rules. The Board found that none of these directors had a material or other disqualifying relationship with the Company. In making this determination, the
Board considered the current and prior relationships that each
non-employee
director has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence,
including each
non-employee
directors beneficial ownership of our capital stock and relationship with the Companys internal and external auditors. Messrs. Harvey and Montes are not considered an
independent director as a result of their positions as executive officers of the Company.
Committees of the Board
The Board has the authority to appoint committees to perform certain management and administration functions. The Board has an audit committee,
a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by the
Board.
(a) Audit Committee
The audit committee of the Board is comprised of Messrs. Bodaken, Metzger and Scanlon, each of whom satisfies the independence requirements
under the NYSE listing standards and Rule
10A-3(b)(1)
of the Securities Exchange Act of 1934, as amended. Messrs. Metzger and Scanlon are audit committee financial experts, as that term is defined under the
SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possess the financial sophistication as defined in the rules of the NYSE. The audit committee is responsible for, among other things:
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reviewing and approving the selection of our independent registered public accounting firm, and approving the
audit and
non-audit
services to be performed by our independent registered public accounting firm;
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monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as
they relate to financial statements or accounting matters;
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reviewing the adequacy and effectiveness of our internal control policies and procedures;
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discussing the scope and results of the audit with the independent auditors and reviewing with management and the
independent auditors our interim and
year-end
operating results; and
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preparing the audit committee report that the SEC requires in our annual Proxy Statement.
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