Item 8.01 Other Events.
Special Investigation
As previously
reported in WageWorks, Inc.s (the
Company
,
we
, or
us
) Form
8-K
filed with the Securities and Exchange Commission (
SEC
) on
September 12, 2018, in response to concerns raised by KPMG LLP (
KPMG
), the board of directors (the
Board
) of the Company formed a Special Committee of members of the Board (the
Special
Committee
), independent from the Audit Committee of the Board (the
Audit Committee
), that is comprised of Thomas Bevilacqua, Jerome Gramaglia and Stuart Harvey, with the assistance of independent counsel Sidley Austin
LLP. The Special Committee was tasked with carrying out an independent investigation and review of the procedures, scope and findings of the Audit Committees investigation of the concerns raised by KPMG as well as the additional allegations
made by former managements counsel noted in the Companys Form
8-K
filed with the SEC on November 6, 2018, with full authority to take whatever
follow-up
measures it deems appropriate. The Special Committee has concluded its investigation. Among its findings, the Special Committee determined: that the Audit Committees investigation, conducted with the assistance of independent professionals,
Paul Hastings LLC (
Paul Hastings
), was adequate; that the Audit Committee had a reasonable basis for its conclusion that no illegal acts had occurred; that Paul Hastings did not see communications or correspondence about KP
Connector that they should have followed up on; and that neither the Audit Committee members nor Edgar Montes, then the Companys President and Chief Operating Officer, knew that information regarding the government contract had not been timely
disclosed to KPMG. The Special Committee will remain in place pending the completion of the audit and restatement of the Companys financial statements for periods in fiscal years 2016 and 2017 in order to consider and evaluate additional
matters that may arise.
Appointment of John Saia as Senior Vice President, General Counsel and Corporate Secretary
The Board approved the appointment of John Saia as Senior Vice President, General Counsel and Corporate Secretary of the Company, effective as
of January 14, 2019. The Board approved the appointment of Mr. Saia after reviewing the qualifications of internal and external candidates.
Mr. Saia most recently served as General Counsel and Corporate Secretary for AcelRx Pharmaceuticals, Inc., where he led all legal and
compliance activities worldwide. Prior to that, he spent a decade in numerous leadership roles on the legal team at McKesson Corporation, including Corporate Secretary and Associate General Counsel. In addition to holding positions at several highly
respected law firms, Mr. Saia also held roles at the SEC and Department of Justice. Mr. Saia graduated cum laude from Santa Clara University and holds a Juris Doctorate from The George Washington School of Law.
There are no family relationships between Mr. Saia and any director or executive officer of the Company and the Company has not entered
into any transactions with Mr. Saia that are reportable pursuant to Item 404(a) of Regulation
S-K.
There are no arrangements or understandings between Mr. Saia and any other persons pursuant to which
he was selected as Senior Vice President, General Counsel and Corporate Secretary.