Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On February 16, 2020, the Board of Directors (the "Board") of CyrusOne Inc., a
Maryland corporation (the "Company"), appointed Venkatesh S. Durvasula to serve
as the Company's President and Chief Executive Officer. Mr. Durvasula succeeded
Gary J. Wojtaszek, who stepped down from his position as President and Chief
Executive Officer by mutual agreement with the Board, effective upon the filing
of the Company's Form 10-K for the fiscal year ended December 31, 2019 (the
"Transition Date"). In connection with his departure, Mr. Wojtaszek also
resigned from the Board, effective on the Transition Date. Mr. Durvasula will
serve as the President and Chief Executive Officer of the Company on an interim
basis while the Board undertakes a search to identify the Company's next
President and Chief Executive Officer, which will include consideration of Mr.
Durvasula as well as external candidates. In connection with Mr. Durvasula's
appointment, the Company and Mr. Durvasula are currently negotiating the terms
of his compensation as President and Chief Executive Officer and an agreement
that is expected to (i) terminate the Transition and Separation Agreement
previously entered into between Mr. Durvasula and CyrusOne LLC, a subsidiary of
the Company, (the "Employer Subsidiary") and (ii) amend Mr. Durvasula's
employment agreement with the Employer Subsidiary to reflect such appointment.
Biographical Information for Mr. Durvasula
Mr. Durvasula, age 53, most recently served as the Company's Executive Vice
President and President of Europe from December 2018 until he was appointed
President and Chief Executive Officer of the Company on an interim basis. He
previously served as the Company's Executive Vice President and Chief Commercial
Officer from October 2012 through November 2018. Prior to joining the Company,
Mr. Durvasula served as the Chief Marketing and Business Officer of Quality
Technology Services ("QTS") from March 2010 through April 2012. Prior to QTS, he
was a co-founder and Chief Operating Officer of NYC-Connect, a privately-held
interconnection business that was sold to Digital Realty Trust, Inc. and Telx in
2007. Following that sale, Mr. Durvasula served as the Chief Marketing Officer
at Telx until August 2009. Prior to NYC-Connect, Mr. Durvasula served as Vice
President of the Internet Services Division at AboveNet, Inc.
Transition and Separation Agreement with Mr. Wojtaszek
In connection with Mr. Wojtaszek's departure, the Employer Subsidiary and Mr.
Wojtaszek entered into a Transition and Separation Agreement (the "Wojtaszek
Transition and Separation Agreement"), dated February 19, 2020, pursuant to
which Mr. Wojtaszek agreed to provide consulting services to the Employer
Subsidiary for ninety (90) days following the Transition Date. In exchange for
his consulting services, the timely execution and non-revocation of the
Agreement and his continued compliance with its terms and conditions, the
Wojtaszek Transition and Separation Agreement provides that Mr. Wojtaszek will
receive the severance payments and benefits he would have been entitled to upon
a termination without cause under the terms of his employment agreement and
long-term incentive awards, provided that his severance formula will be based on
his full target bonus in lieu of a pro-rata target bonus and he will receive
additional vesting of his outstanding time-based restricted stock units and a
pro-rata target bonus in respect of fiscal year 2020. The foregoing summary of
the Wojtaszek Transition and Separation Agreement is qualified in its entirety
by reference to the full text of the Wojtaszek Transition and Separation
Agreement, which is attached hereto as Exhibit 10.1.
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Item 7.01 Regulation FD Disclosure.
On February 20, 2020, the Company issued a press release announcing the events
described in Item 5.02 on this Current Report on Form 8-K. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K and the
exhibit furnished therewith shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that Section, and shall not be or be
deemed to be incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, regardless of any general incorporation language in
such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Transition and Separation Agreement dated as of February 19, 2020 by
and between Gary J. Wojtaszek and CyrusOne LLC.
99.1 Press Release Announcing CEO Transition.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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