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)
September 21, 2017
BlackLine, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-37924 | 46-3354276 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
21300 Victory Boulevard, 12th Floor
Woodland Hills, CA 91367
(Address of principal executive offices, including zip code)
(818) 223-9008
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☒
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 21, 2017, the Board of Directors (the “Board”) of BlackLine, Inc. (“BlackLine” or the “Company”) appointed Kevin Thompson to serve as a member of the Board, effective October 1, 2017. Mr. Thompson will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2018. Mr. Thompson will also join the Audit Committee of the Board (the “Audit Committee”).
Mr. Thompson is currently President and Chief Executive Officer of SolarWinds Inc., an enterprise information technology infrastructure management software company, and has held several positions since he joined the company in 2006. Prior to joining SolarWinds, Mr. Thompson was Chief Financial Officer of Surgient, Inc., a software company, from November 2005 until March 2006 and was Senior Vice President and Chief Financial Officer at SAS Institute, a business intelligence software company, from September 2004 until November 2005. From October 2000 until August 2004, Mr. Thompson served as Executive Vice President and Chief Financial Officer of Red Hat, Inc., an enterprise software company. Mr. Thompson holds a B.B.A. from the University of Oklahoma. He has also serves on the board of directors of Instructure, Inc. and from 2013 to 2016 served on the board of directors of Barracuda Networks and from 2006 until its acquisition by Oracle Corporation in 2016 served on the board of directors of Netsuite Inc.
In accordance with the Company’s Outside Director Compensation Policy, which was described in the Company’s proxy statement for its 2017 annual meeting of stockholders, Mr. Thompson is entitled to cash and equity compensation for service on the Board and its Audit Committee. Mr. Thompson will also enter into BlackLine’s standard form of indemnification agreement, which has been previously filed with the SEC.
Mr. Thompson was selected to the Board pursuant to the terms of the Stockholders Agreement, dated October 27, 2016, between the Company and certain stockholders named therein (the “Stockholders Agreement”) which required the Board to increase the size of the Board by one director and appoint to the Board and Audit Committee an individual that qualifies as an Independent Director and as an audit committee financial expert prior to the first anniversary of the date of the Company’s initial public offering. Pursuant to the terms of the Stockholders Agreement, Mr. Thompson was nominated by Silver Lake Sumeru (as defined in the Stockholders Agreement) to serve as a member of the Board and as a member of the Audit Committee. He was then elected by the full Board. There are no family relationships between Mr. Thompson and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit |
Description | |
| 99.1 | Press Release issued by BlackLine, Inc., dated September 27, 2017 |
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.
| BlackLine, Inc. | |||
| By: | /s/ Mark Partin | ||
| Name: | Mark Partin | ||
| Title: | Chief Financial Officer | ||
Date: September 27, 2017
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release issued by BlackLine, Inc., dated September 27, 2017 |
Exhibit 99.1
For Immediate Release
SOLARWINDS CEO KEVIN THOMPSON JOINS BLACKLINE BOARD OF DIRECTORS
Finance & Accounting, Cloud Software Veteran To Help Guide
Financial
Automation Software Provider through Next Phase of Growth
LOS ANGELES – Sept. 27, 2017 – Kevin Thompson, CEO of SolarWinds, has joined financial automation software provider BlackLine, Inc.’s (Nasdaq: BL) Board of Directors effective October 1st, 2017. Drawing on his experience as a successful CEO and previously as chief financial officer at several leading technology companies, the seasoned finance professional and cloud software veteran will help guide BlackLine through its next phase of growth. Mr. Thompson will also join the audit committee.
“Kevin is an experienced and respected leader, and we are excited to welcome him to our Board," stated Therese Tucker, BlackLine founder and CEO. "His extensive background in software, operating experience and financial acumen will add tremendous value across our entire organization as we continue to scale the business and drive long-term growth."
Thompson has been president and chief executive officer of SolarWinds since 2010, having previously served as chief financial officer and treasurer since 2006, and as chief operating officer since 2007. Prior to joining SolarWinds, Thompson served as chief financial officer at leading software companies Surgient, SAS Institute and Red Hat. Prior to that, he spent several years as a partner with global accounting and tax advisory firm PricewaterhouseCoopers (now PwC), and 10 years as a senior manager at Arthur Andersen. Thompson also serves on the Board of the publicly-traded educational technology firm Instructure and sits on the SolarWinds Board.
“BlackLine is transforming the way finance and accounting work, bringing unprecedented innovation to an industry that has tremendous opportunity for growth,” said Thompson. “In addition, at SolarWinds, we are fanatical about putting users first in everything we do, and so share a common customer-centric mission and culture with BlackLine. I am honored to be joining the Board of Directors and look forward to working with such an outstanding leadership team.”
About BlackLine
BlackLine is a provider of cloud-based solutions that transform Finance and Accounting (F&A) by automating, centralizing and streamlining financial close operations, intercompany accounting processes and other key F&A processes for large and midsize organizations. Designed to complement virtually all ERP and other financial systems including SAP, Oracle and NetSuite, BlackLine increases operational efficiency, real-time visibility, control and compliance to ensure end-to-end financial close management and accounting automation from within a single, unified cloud platform.
Enabling customers to move beyond outdated processes and point solutions to a Continuous Accounting model, in which real-time automation, controls and period-end tasks are embedded within day-to-day activities, BlackLine helps companies modernize accounting operations with intelligent automation, ensuring more accurate and insightful financial statements and a more efficient financial close. Nearly 2,000 companies with users in over 130 countries around the world trust BlackLine to help ensure balance sheet integrity and confidence in their financial statements.
BlackLine is recognized by Gartner as a Leader in its 2017 Magic Quadrant for Cloud Financial Corporate Performance Management (FCPM) and as a pioneer in the cloud market for enhanced financial control and automation of FCPM.
Based in Los Angeles, BlackLine also has regional headquarters in London, Singapore and Sydney. For more information, please visit www.blackline.com.
Forward-looking Statements
This release and the conference call referenced above contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “would,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. Forward-looking statements in this release include statements regarding our growth plans and opportunities.
Any forward-looking statements contained in this press release are based upon BlackLine’s current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith beliefs and assumptions as of that time with respect to future events, and are subject to risks and uncertainties. If any of these risks or uncertainties materialize or if any assumptions prove incorrect, actual performance or results may differ materially from those expressed in or suggested by the forward looking statements. These risks and uncertainties include, but are not limited to risks related to the Company’s ability to execute on its strategies, attract new customers, enter new geographies and develop and sell new features ; and other risks and uncertainties described in the other filings we make with the Securities and Exchange Commission from time to time, including the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 10, 2017. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Forward-looking statements should not be read as a guarantee of future performance or results, and you should not place undue reliance on such statements. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
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Media Contact:
Ashley Dyer
Sr. PR Manager
BlackLine
818-936-7166
ashley.dyer@blackline.com
Investor Relations Contact:
Christine Greany
The Blueshirt Group
858-523-1732
christine@blueshirtgroup.com