Item 5.02.Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On September 10, 2020, the Board of Directors (the "Board") of Benefitfocus,
Inc. (the "Company") appointed Barry Libert as a Class II director to hold
office until the Company's 2021 annual meeting of stockholders or until his
successor is duly elected and qualified.
Mr. Libert was appointed at the request of BuildGroup LLC ("BuildGroup"). As
previously reported on the Company's Current Reports on Form 8-K filed with the
Securities and Exchange Commission on May 26, 2020 and June 8, 2020, the Company
issued and sold 1,777,778 shares of its Series A Convertible Preferred Stock to
BuildGroup (the "Preferred Transaction"). Concurrent with the closing of the
Preferred Transaction, the Company entered into a Co-Sale and Voting Agreement
with BuildGroup that, with certain limitations, permits BuildGroup to request up
to two members on the Board. Mr. Libert is the second director on the Board at
the request of BuildGroup.
Mr. Libert, age 66, has served as the founder and Chief Executive Officer of
AIMatters, Inc. (formerly known as OpenMatters, Inc. and referred to herein as
"AIMatters"), a business model and data science company, since 2013. He is an
expert in digital business models, particularly platforms, networks and
artificial intelligence. He currently serves on the boards of the following
privately held companies: Anaconda, Inc., Fiix Inc. and DigniFi Tech Inc.Mr.
Libert graduated with an M.B.A. from Columbia University (Beta Gamma Sigma) and
holds a B.A. from Tufts University (Magna Cum Laude). The Company believes Mr.
Libert's deep understanding of platform transformation and his familiarity in
advising enterprise clients, including the Company, qualify him to serve as one
of our directors.
During the fiscal year ended December 31, 2019, the Company made payments to
AIMatters that totaled approximately $365,000 in exchange for consulting
services provided to the Company. Mr. Libert is an officer, founder and
controlling shareholder in AIMatters. During the Company's current fiscal year,
the Company has paid AIMatters an aggregate amount of approximately $110,000
through September 10, 2020 for additional consulting services. As of the date of
Mr. Libert's election to the Board, the Company has no agreement in place with
AIMatters for further consulting services.
Other than the payments made by the Company to AIMatters, as disclosed above,
there have been no transactions in which the Company has participated and in
which Mr. Libert had a direct or indirect material interest that would be
required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release regarding the appointment of Mr. Libert to the Board
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release dated September 15, 2020.
104 Cover Page Interactive Data File (embedded within the Inline
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