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): May 5, 2015
Constant Contact, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware |
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001-33707 |
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04-3285398 |
| (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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| 1601 Trapelo Road
Waltham, Massachusetts |
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02451 |
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 472-8100
(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 (see General Instruction A.2. below):
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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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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.
On June 2, 2015, the Board of Directors (the “Board”) of
Constant Contact, Inc. (the “Company”) elected Julie M. B. Bradley and Lisa Weinstein to serve as Class I directors of the Company from July 1, 2015 until the annual meeting of stockholders of the Company to be held in 2017 and
thereafter until each of their respective successors is duly elected and qualified. The Board also appointed Ms. Bradley to serve as a member of the Board’s Audit Committee and appointed Ms. Weinstein to serve as a member of the
Board’s Nominating and Corporate Governance Committee.
Ms. Bradley has served as the Chief Financial Officer of TripAdvisor,
Inc., an online travel planning site, since October 2011. She previously served as the Chief Financial Officer of Art Technology Group, Inc., an e-commerce software company, from 2005 to 2011, the Vice President of Finance for Akamai Technologies,
Inc., from 2000 to 2005 and an accountant at Deloitte & Touche LLP from 1993 to 2000. Ms. Bradley has served on the board of directors of Wayfair Inc. since September 2012 and previously served on the board of directors of ExactTarget,
Inc. from September 2012 to July 2013. Ms. Bradley received a B.A. degree from Wheaton College.
Ms. Weinstein has served as the
President of Global Digital, Data & Analytics for Starcom MediaVest Group, a media communications and marketing services company, since January 2011. Prior to joining Starcom MediaVest Group, she served as managing partner and director of
Mindshare Chicago from 2007 to 2010. Ms. Weinstein received a B.A. degree from Indiana University Bloomington.
Mses. Bradley and
Weinstein were recommended to the Board by the Nominating and Corporate Governance Committee, in accordance with the provisions of its charter. There are no arrangements or understandings between either of Ms. Bradley or Ms. Weinstein and
any other person pursuant to which either of Ms. Bradley or Ms. Weinstein was elected as a director. There are no transactions in which either of Ms. Bradley or Ms. Weinstein has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
In accordance with the Company’s director
compensation policy, each of Mses. Bradley and Weinstein will receive an annual retainer of $35,000 for service as a director and reimbursement for out-of-pocket expenses incurred in connection with attending Board meetings. Additionally,
Ms. Bradley will receive an additional annual fee of $7,500 for service on the Audit Committee and reimbursement for out-of-pocket expenses incurred in connection with attending Audit Committee meetings, and Ms. Weinstein will receive an
additional annual fee of $2,500 for service on the Nominating and Corporate Governance Committee and reimbursement for out-of-pocket expenses incurred in connection with attending Nominating and Corporate Governance Committee meetings. In accordance
with the Company’s amended and restated 2011 stock incentive plan, the Compensation Committee of the Board has granted to each of Mses. Bradley and Weinstein a restricted stock unit award (“RSU”) with a value of $120,000. These RSU
grants, which will become effective on July 1, 2015 when Mses. Bradley and Weinstein formally join the Board, will vest over a three-year period, with 33.33% of the RSUs vesting on each anniversary of the date they joined the Board, subject to
their respective continued service as directors. The actual share amounts of the RSUs will be determined based on the closing price of the Company’s common stock on the NASDAQ Global Select Market on July 1, 2015.
In connection with Mses. Bradley and Weinstein’s election to serve as Class I directors and Thomas Anderson’s resignation from the
Board effective June 30, 2015, which was previously disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2014, the Board increased the number of
directors constituting the full Board from seven to eight, by the addition of one Class I director such that the full Board comprises three Class I directors, two Class II directors, and three Class III directors.
The full text of the press release issued by the Company on June 4, 2015 in connection with
Mses. Bradley and Weinstein’s election as directors of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the annual meeting of
stockholders of the Company held on June 2, 2015 (the “2015 Annual Meeting”), there were 30,563,142 shares of the Company’s common stock represented in person or by proxy, constituting 94.98% of the shares of the Company’s
common stock issued and outstanding and entitled to vote at the 2015 Annual Meeting, and the Company’s stockholders voted upon the following proposals:
1. The following nominees were elected to the Board as Class II directors for terms expiring at the 2018 annual meeting of stockholders.
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For |
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Withheld |
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Broker Non-Votes |
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| John Campbell |
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27,746,675 |
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699,559 |
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2,116,908 |
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| Daniel T. H. Nye |
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28,183,158 |
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263,076 |
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2,116,908 |
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Following the annual meeting, Robert P. Badavas, Gail F. Goodman and William S. Kaiser, having terms expiring in 2016, and Jay
Herratti, having a term expiring in 2017, continue as directors of the Company. Thomas Anderson also continues as a Class I director of the Company until June 30, 2015 when his resignation from the Board is effective.
2. The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending
December 31, 2015 was ratified.
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| For: |
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30,510,957 |
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| Against: |
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43,799 |
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| Abstain: |
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8,386 |
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3. A non-binding, advisory vote on the compensation of the Company’s named executive officers was approved.
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| For: |
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27,365,472 |
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| Against: |
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1,062,595 |
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| Abstain: |
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18,167 |
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| Broker Non-Votes: |
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2,116,908 |
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Repurchase Program
On June 4, 2015, the Company issued a press release announcing that the Board has authorized the repurchase of up to $50 million of its common stock
through July 1, 2016 (the “Repurchase Program”). Under the authorization, the Company can repurchase shares in the open market, which may include the use of 10b5-1 trading plans, or through privately negotiated transactions. The
timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions. Share repurchases may be suspended or discontinued at any time. The Company intends to fund the Repurchase Program from its cash
and cash equivalents. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference with respect to the Repurchase Program only.
10b5-1 Plans
During May and early June 2015, while it
was permissible under the applicable securities laws for executive officers of the Company to purchase and sell securities of the Company, the following executive officers entered into binding trading plans (the “10b5-1 Plans”):
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| Name |
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Title |
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Maximum number of
shares of common
stock that may be sold
under 10b5-1 Plan |
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Time period during
which sales may occur
under 10b5-1 Plan |
| Ellen M. Brezniak |
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Senior Vice President, Customer Operations |
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41,000 |
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8/14/2015 - 12/31/2015 |
| Christopher M. Litster |
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Senior Vice President, Sales and Marketing |
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48,235 |
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9/1/2015 – 12/31/2015 |
| Robert P. Nault |
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Senior Vice President, General Counsel and Secretary |
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12,500 |
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8/11/2015 - 2/29/2016 |
| Robert D. Nicoson |
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Senior Vice President and Chief Human Resources Officer |
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95,438 |
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8/5/2015 – 5/5/2016 |
Pursuant to the 10b5-1 Plans, certain shares of the Company’s common stock held by such individuals will be sold on a
periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. Under the Company’s insider trading
policy, trades will not occur under the 10b5-1 Plans until at least 90 days after the execution date of the applicable 10b5-1 Plan. Each of the 10b5-1 Plans is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended, and the Company’s insider trading policy. Transactions made pursuant to the 10b5-1 Plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC. Except as may be required by law, the Company does not
undertake to report on specific Rule 10b5-1 plans of the Company’s officers or directors, nor to report modifications or terminations of such plans.
SIGNATURE
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.
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CONSTANT CONTACT, INC. |
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| Date: June 4, 2015 |
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By: |
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/s/ Robert P. Nault |
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Robert P. Nault |
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Senior Vice President and General Counsel |
Exhibit 99.1
Constant Contact Announces Two New Appointments to Board of Directors
And a $50 Million Stock Repurchase Program
WALTHAM, Mass. – June 4, 2015 – Constant Contact®, Inc. (NASDAQ: CTCT)
announced today that Julie M. B. Bradley and Lisa Weinstein have been appointed to the company’s board of directors, effective July 1, 2015. Bradley will serve on the audit committee and Weinstein will serve on the nominating and corporate
governance committee. The company also announced a $50 million stock repurchase program.
Bradley is senior vice president and chief financial officer
(CFO) of the world’s largest travel site, TripAdvisor (NASDAQ: TRIP). Over the last four years as CFO, Bradley has guided the company through a spin-off and played a critical role in developing and executing its global growth strategy.
During that time, TripAdvisor nearly doubled revenue to $1.2 billion, completed 18 acquisitions, strengthened and extended its platform for users and advertising partners, and returned capital to shareholders through a stock repurchase plan.
Bradley currently serves on the board of the TripAdvisor Charitable Foundation, Wayfair Inc. (NYSE: W) and the Judge Baker Children’s Center, and
previously served on the board of ExactTarget.
Weinstein is president of global digital, data, and analytics at Starcom MediaVest Group (SMG)
where she has been instrumental in pioneering new ways to leverage online, mobile, social, and search, as well as the data those media generate. She serves as the digital guide for some of the biggest marketers in the world, including Coca-Cola,
P&G, and Kraft. Prior to SMG, she ran Mindshare Chicago where, at 32 years old, she was the youngest person to ever run an office for the agency and oversaw more than $1 billion in billings for brands including BP and Motorola.
Weinstein serves as an advisor for a number of start-ups in the media and ad-tech business and is a member of Google’s Global Media Council,
Twitter’s Client Council, American Advertising Federation (AAF) Board of Directors, and the Interactive Advertising Bureau (IAB) Agency Advisory Board.
“I am thrilled to be adding Julie and Lisa to the Constant Contact board of directors,” said Gail Goodman, chief executive officer of Constant
Contact. “Julie’s fiduciary leadership during a time of tremendous growth at TripAdvisor will serve us well. Lisa’s unparalleled digital marketing and analytics expertise will prove invaluable as we aggressively pursue the rapidly
evolving online and mobile marketing opportunities for our small business customers. We greatly look forward to their future contributions to our board.”
Goodman continued, “The $50 million stock repurchase program we announced today, the third in the history of Constant Contact, reflects our continued
belief that we have the strategy, products, and team to achieve our long-term vision. Our strong financial position allows us to invest in growing our business and achieving our strategic objectives, while at the same time returning cash to
shareholders.”
Stock Repurchase Program
Under
the stock repurchase program, Constant Contact is authorized to repurchase up to $50 million of the company’s common stock. The company intends to purchase shares pursuant to a 10b5-1 trading plan through July 2016. Shares may also be
repurchased from time-to-time in privately negotiated
transactions or in the open market in accordance with applicable securities laws and stock exchange rules. The timing and amount of any stock repurchases will be determined by Constant
Contact’s management based on its evaluation of market conditions, share price and other factors. The stock repurchase program does not obligate Constant Contact to acquire any particular amount of common stock and may be suspended, modified or
discontinued at any time at the company’s discretion without prior notice. The company expects to fund the stock repurchase program from its cash and cash equivalents.
About Constant Contact®, Inc.
Constant Contact introduced the first email marketing tool for small businesses, nonprofits, and associations in 1998. Today, the company helps more than
600,000 customers worldwide find marketing success through the only all-in-one online marketing platform for small organizations. Anchored by our world-class email marketing tool, Constant Contact helps small businesses drive repeat business and
find new customers. It features multi-channel marketing campaigns (newsletters/announcements, offers/promotions, online listings, events/registration, and feedback) combined with shared content, contacts, and reporting; free award-winning coaching
and product support; and integrations with critical business tools – all from a single login. The company’s extensive network of educators, consultants/resellers, technology providers, franchises, and national associations offer further
support to help small organizations succeed and grow. Through its Innovation Loft, Constant Contact is fueling the next generation of small business technology.
Constant Contact and the Constant Contact Logo are registered trademarks of Constant Contact, Inc. All Constant Contact product names and other brand names
mentioned herein are trademarks or registered trademarks of Constant Contact, Inc. All other company and product names may be trademarks or service marks of their respective owners.
Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to, statements regarding the company’s pursuit of rapidly evolving online and mobile marketing opportunities for its small business customers, the company’s strategy, products and
team and the company’s $50 million stock repurchase program. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and
assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,”
“predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions that are not statements of historical fact are
intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Constant Contact’s control. Constant
Contact’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, the company’s ability to attract new customers and retain existing
customers, the company’s dependence on the market for email marketing services for small organizations, the success of Constant Contact Toolkit, adverse economic conditions in general and adverse economic conditions specifically affecting the
markets in which the company operates, the company’s ability to successfully develop and introduce new offerings or enhancements to existing products and integrate its products in an effective manner, adverse regulatory or legal developments,
litigation risk and expense, the company’s ability to continue to promote and maintain its brand in a cost-effective manner, changes in the competitive environment, the company’s ability to compete effectively, the company’s ability
to attract and retain key personnel, the company’s
ability to protect its intellectual property and other proprietary rights, the company’s ability to successfully execute the stock repurchase program, and other risks detailed in Constant
Contact’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission as well as other documents that may be filed by the company from time to time with the Securities and Exchange Commission. Past performance is
not necessarily indicative of future results. The forward-looking statements included in this press release represent Constant Contact’s views as of the date of this press release. The company anticipates that subsequent events and developments
will cause its views to change. Constant Contact undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should
not be relied upon as representing Constant Contact’s views as of any date subsequent to the date of this press release.
(CTCT-F)
Media Contact:
Erika Tower
Constant Contact
781-482-7039
pr@constantcontact.com
Investor Contact:
Jeremiah Sisitsky
Constant Contact
339-222-5740
ir@constantcontact.com
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