ALIT Alight Inc

 

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): December 07, 2023

 

 

Alight, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39299	86-1849232
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4 Overlook Point
Lincolnshire, Illinois				60069
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (224) 737-7000

 

(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		ALIT		New York Stock Exchange

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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Siobhan Nolan Mangini to the Board of Directors

On December 7, 2023, the Board of Directors (the “Board”) of Alight, Inc. (the “Company”) appointed Siobhan Nolan Mangini to the Board, effective as of January 1, 2024. Ms. Nolan Mangini will serve as a Class III director with a term expiring at the Company’s 2024 annual meeting and is expected to be nominated for reelection at the 2024 annual meeting. Ms. Nolan Mangini is expected to be appointed to the Audit Committee.

The Board determined that Ms. Nolan Mangini is an independent director in accordance with the New York Stock Exchange (“NYSE”) listing standards and the Company’s independence guidelines, as set forth in the Company’s Corporate Governance Guidelines.

Ms. Nolan Mangini will participate in the compensation program for independent directors as described under “Director Compensation” in the Company’s 2023 Notice of Annual Meeting and Proxy Statement, which was filed with the SEC on April 5, 2023 and which description is incorporated by reference herein.

Ms. Nolan Mangini has no family relationship with any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Nolan Mangini and any other person pursuant to which she was selected as a director.

The Company’s press release announcing Ms. Nolan Mangini’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. References to Internet websites and social media sites in the press release are provided for convenience only. Information available through those websites and social media sites is not incorporated by reference into this Form 8-K.

Resignations and Reappointments of Directors due to Reclassification

In accordance with Section 304 of the NYSE Listed Company Manual, which requires that the classes of directors of listed companies be of approximately equal size and tenure, the Board determined to rebalance the members of the Board equally among its three classes by: (i) accepting the resignations of Kausik Rajgopal as a Class II director and Denise Williams as a Class I director, in each case effective as of January 1, 2024, and (ii) simultaneously reappointing Kausik Rajgopal as a Class I director with a term expiring at the Company’s 2025 annual meeting and Denise Williams as a Class III director with a term expiring at the Company’s 2024 annual meeting, effective immediately following the effectiveness of their respective resignations. There are no changes to the committee assignments or compensation as a non-employee director for either Mr. Rajgopal or Ms. Williams as a result of their resignation and simultaneous reappointment. The resignation and reappointment of each of Mr. Rajgopal and Ms. Williams are effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, Mr. Rajgopal’s and Ms. Williams’ service on the Board is deemed to have continued uninterrupted.

Prior to the appointment of Ms. Nolan Mangini and the resignations and simultaneous reappointments of Mr. Rajgopal and Ms. Williams, the Board comprised three Class I directors, four Class II directors and one Class III director. Following such actions, the Board composition will be as follows effective as of January 1, 2024:

Class I: Erika Meinhardt, Regina M. Paolillo, and Kausik Rajgopal

Class II: Daniel S. Henson, Richard N. Massey, and Stephan D. Scholl

Class III: William P. Foley, II, Siobhan Nolan Mangini, and Denise Williams

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release of Alight, Inc. dated December 11, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

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.

			Alight, Inc.
Date:	December 11, 2023	By:	/s/ Martin Felli
			Martin Felli, Chief Legal Officer and Corporate Secretary

 

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Alight Names Siobhan Nolan Mangini to Board of Directors

Lincolnshire, Ill. – December 11, 2023 – Alight, Inc. (NYSE: ALIT), a leading cloud-based human capital technology and services provider, today announced that it has named Siobhan Nolan Mangini to its Board of Directors, effective January 1, 2024.

Ms. Nolan Mangini brings over two decades of healthcare experience to Alight, most recently serving as President and CFO of NGM Biopharmaceuticals, Inc., a clinical-stage biopharmaceutical company specializing in therapies for immuno-oncology, cardiometabolic diseases and ophthalmology. Prior to her role at NGM, she served as President and CFO of healthcare navigation company Castlight Health, Inc. and contributed significantly to healthcare initiatives at Bain & Company and the Kaiser Family Foundation.

Ms. Nolan Mangini holds an MBA from Stanford University Graduate School of Business, earned an MPA from Harvard Kennedy School, and completed her undergraduate studies at the Wharton School of the University of Pennsylvania. She currently serves on the boards of Virta Health, SmithRx and Marathon Health.

"Siobhan's expertise and leadership in scaling both private and public healthcare companies focused on driving improved health outcomes aligns perfectly with Alight's purpose and go-forward strategy," said William P. Foley, Chairman of Alight. "With her extensive advisory, technology, and financial background spanning numerous enterprises, Siobhan will bring significant depth to Alight's Board of Directors as the company nears the end of its successful transformation phase. We look forward to Siobhan’s many contributions as Alight continues to diversify its Board."

About Alight Solutions

Alight is a leading cloud-based human capital technology and services provider that powers confident health, wealth and wellbeing decisions for 36 million people and dependents. Our Alight Worklife® platform combines data and analytics with a simple, seamless user experience. Supported by our global delivery capabilities, Alight Worklife is transforming the employee experience for people around the world. With personalized, data-driven health, wealth, pay and wellbeing insights, Alight brings people the security of better outcomes and peace of mind throughout life’s big moments and most important decisions. Learn how Alight unlocks growth for organizations of all sizes at alight.com.

 

Investors:

Jeremy Cohen

Investor.Relations@alight.com

 

Media:

Sandra Kelder

Sandra.Kelder@alight.com

 

 

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v3.23.3

Document And Entity Information	Dec. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 07, 2023
Entity Registrant Name	Alight, Inc. / Delaware
Entity Central Index Key	0001809104
Entity Emerging Growth Company	false
Entity File Number	001-39299
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1849232
Entity Address, Address Line One	4 Overlook Point
Entity Address, City or Town	Lincolnshire
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60069
City Area Code	(224)
Local Phone Number	737-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ALIT
Security Exchange Name	NYSE

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