Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Increase in the Size of the Board of Directors
On October 1, 2020, the Board of Directors (the "Board") of Advanced Energy
Industries, Inc. (the "Company") increased the size of the Board from eight (8)
to ten (10) directors.
Election of Ms. Anne DelSanto and Ms. Lanesha Minnix to the Board of Directors
On October 1, 2020, the Board of the Company elected Ms. Anne DelSanto and Ms.
Lanesha Minnix to serve as members of the Board effective immediately. Ms.
DelSanto and Ms. Minnix will stand for re-election at the 2021 Annual Meeting of
Stockholders. The Board anticipates appointing Ms. DelSanto and Ms. Minnix to
one or more committees of the Board at a later date.
Ms. DelSanto is 56 years old and has principally served as a limited partner at
Operator Collective, a consulting company, since December 2019. Ms. DelSanto has
also served as a limited partner at Stage 2 Capital, a consulting company, since
March 2019. From February 2018 to April 2019, Ms. DelSanto served as the
Executive Vice President and General Manager of Platform at Salesforce.com, Inc.
("Salesforce"), a customer relationship management company. Prior to such role,
she served in various executive-level roles at Salesforce, including as the
Executive Vice President, Americas Solution Engineering & Cloud Sales from
February 2016 to February 2018; Executive Vice President, Global Solution
Engineering and Cloud Specialist Sales from February 2015 to February 2016; and
Senior Vice President, Global Solutions Engineering from October 2012 to
February 2015. Prior to joining Salesforce, Ms. DelSanto served in various roles
of increasing responsibility in pre-sales from 1999 to 2012 at Oracle
Corporation ("Oracle"), an information technology and services company,
including most recently as Group Vice President, Sales Engineering from February
2012 to September 2012; and Vice President of Sales Engineering from 2007 to
February 2012. She began her career in 1985 as an account systems engineer at
IBM, an information technology and services company. Ms. DelSanto is a veteran
technology executive with more than three decades of experience driving
organizations towards exponential growth. Ms. DelSanto serves as a member of the
board of directors of Juniper Networks, Inc., a publicly traded provider of
high-performance networking & cybersecurity solutions, and is a member of its
Nominating and Governance committee. Ms. DelSanto also serves as a member of the
board of directors of New Relic, Inc., a publicly traded observability platform
Ms. Minnix is 45 years old and has served as Senior Vice President, Chief Legal
Officer and Corporate Secretary of Flowserve Corporation, a publicly traded
manufacturer of engineered and industrial pumps, valves and seals for a range of
industries, including oil and gas, power, chemical, water, pharmaceuticals and
food processing, since June 2018. Prior to joining Flowserve Corporation, Ms.
Minnix served as Senior Vice President and General Counsel for BMC Stock
Holdings, Inc. ("BMC"), a leading provider of diversified building products and
services, from June 2017 until June 2018. Prior to joining BMC, Ms. Minnix
served as Vice President, Deputy General Counsel and Chief Compliance Officer
for ABM Industries Incorporated ("ABM"), a facility solutions company, from May
2012 until May 2017. Prior to joining ABM, Ms. Minnix held roles with increasing
responsibility at both Royal Dutch Shell/Shell Oil Company and Sprint
Corporation. Ms. Minnix began her career as a corporate associate at the law
firm of K&L Gates.
There is no arrangement or understanding between each of Ms. DelSanto or Ms.
Minnix and any other persons pursuant to which each was selected as a director
of the Company. Additionally, there is no transaction between Ms. DelSanto or
Ms. Minnix and the Company that would require disclosure under Item 404(a) of
Regulation S-K. The Board has determined that both Ms. DelSanto and Ms. Minnix
are independent under the listing standards of the NASDAQ Global Select Market.
Ms. DelSanto and Ms. Minnix will each be entitled to receive compensation for
their services on the Board in accordance with the Company's standard
compensatory arrangement for non-employee directors. In addition, in connection
with their election to the Board and since they joined nearly mid-way through
the current director term, Ms. DelSanto and Ms. Minnix were each granted
restricted common stock units in the Company with a value of approximately
$113,516 representing roughly 7/12th of the value of restricted stock granted to
other directors on April 30, 2020. The restricted common stock units were
granted pursuant to the Company's 2017 Omnibus Incentive Plan, as amended (the
"2017 Plan"), and such restricted common stock units will vest on April 30,
2021. A copy of the 2017 Plan was filed as Exhibit 10.19 to the Company's Form
10-K filed with the Securities and Exchange Commission ("SEC") on February 15,
Also in connection with their election to the Board, each of Ms. DelSanto, Ms.
Minnix and the Company will execute the Company's standard form of director
indemnification agreement that provides, among other things, that the Company
will indemnify and hold each of Ms. DelSanto and Ms. Minnix harmless for losses
and expenses resulting from claims arising out of, or related to, the fact that
they were directors of the Company. The form of director indemnification
agreement was filed as Exhibit 10.1 to the Company's Form 8-K filed with the SEC
on December 14, 2009.
Item 8.01 Other Events.
On October 1, 2020, the Company issued a press release entitled "Advanced Energy
Announces Appointment of Anne DelSanto and Lanesha Minnix to its Board of
Directors." Attached hereto as Exhibit 99.1 and incorporated herein by
reference, is a copy of the press release.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release dated October 1, 2020
104 The cover page from Advanced Energy Industries, Inc. Current Report on
Form 8-K, formatted in Inline XBRL
© Edgar Online, source Glimpses