Item 2.02 - Results of Operations and Financial Condition
On August 30, 2021, Cloudera, Inc. (the "Company") issued a press release
announcing its results for the second quarter ended July 31, 2021. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.1 to this Current
Report, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended. The information in this Item 2.02 and in the
accompanying Exhibit 99.1 shall not be incorporated by reference into any
registration statement or other document filed by the Company with the
Securities and Exchange Commission, whether made before or after the date of
this Current Report, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 30, 2021, the Company announced that Jim Frankola will step down as
Chief Financial Officer effective as of the closing of the transactions
contemplated by the Agreement and Plan of Merger entered into among the Company,
Sky Parent Inc. and Project Sky Merger Sub Inc. (the "Proposed Merger") or, if
earlier, November 15, 2021. After stepping down as Chief Financial Officer, Mr.
Frankola will remain employed with the Company as Strategic Advisor. Kevin Cook,
Senior Vice President Finance, Corporate Development and Investor Relations,
will succeed Mr. Frankola as Chief Financial Officer effective as of the closing
of the Proposed Merger. Mr. Cook is 57 and has been employed by the Company
since 2014. Before his promotion to Senior Vice President Finance, Corporate
Development and Investor Relations, Mr. Cook served as Vice President Corporate
Finance, Treasury and Investor Relations and as Vice President Finance,
Corporate Development and Investor Relations.
Mr. Cook is a party to a Severance and Change in Control Agreement dated
February 26, 2020 that provides certain benefits in the event of certain
terminations of his employment. Under the Severance and Change in Control
Agreement, in the event Mr. Cook's employment with us is terminated by us
without cause or he resigns for good reason, as each is defined in the Severance
and Change in Control Agreement, in exchange for a release of claims, he will be
entitled to receive a cash payment equal to the sum of his then-current annual
base salary and a pro-rated annual target bonus, extended exercisability of
stock options for up to 12 months and continued health care coverage at the
Company's expense for up to 12 months. In addition, if the termination or
resignation occurs within the period beginning 3 months prior to a change in
control (which includes the Proposed Merger) and ending 12 months after the
change in control, Mr. Cook would also be entitled to an amount equal to his
annual target bonus and full accelerated vesting of outstanding equity awards.
Mr. Frankola entered into a Transition and Separation Agreement with the Company
pursuant to which he will continue in his current position being paid his
current compensation through the earlier of the closing of the Proposed Merger
or November 15, 2021. Consistent with Mr. Frankola's existing Severance and
Change in Control Agreement with the Company, in exchange for a release of
claims, he will be entitled to receive a cash payment equal to the sum of his
annual base salary, annual target bonus and a pro-rated annual target bonus for
2021, full accelerated vesting of outstanding equity awards and extended
exercisability of stock options for up to 12 months in the event Mr. Frankola
remains employed by us through the earlier of closing of the Proposed Merger or
November 15, 2021, dies or becomes permanently disabled. While serving as
Strategic Advisor to the Company, Mr. Frankola's compensation will be
established by mutual agreement between Mr. Frankola and the Company.
On August 30, 2021, the Company also announced that Arun Murthy has resigned as
Chief Product Officer, effective as August 30, 2021. Mr. Murthy entered into a
Separation Agreement with the Company pursuant to which, in exchange for a
release of claims, he is entitled to a one-time cash severance payment of
$2,120,000, less withholding obligations.
The foregoing summaries of the Severance and Change in Control Agreement entered
into between the Company and Mr. Cook, the Transition and Separation Agreement
entered into between the Company and Mr. Frankola and the Separation Agreement
entered into between the Company and Mr. Murthy do not purport to be complete
and are subject to, and qualified in their entirety by, the agreements. A form
of the Severance and Change in Control Agreement was filed as Exhibit 10.21 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 31,
2018. Copies of the Transition and Separation Agreement with Mr. Frankola and
the Separation Agreement with Mr. Murthy will be filed as exhibits to the
Company's Quarterly Report on Form 10Q for the fiscal quarter ended October 31,
2021.
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Number Description
99.1 Press release dated August 30, 2021
Cover Page Interactive Data File (the cover page XBRL tags are embedded
104 within the inline XBRL document).
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