Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 2, 2022, the Board of Directors (the "Board") of Commvault Systems,
Inc. ("Commvault") increased the size of Commvault's Board from ten to eleven
members and appointed Mr. A. Shane Sanders as a director of Commvault, to hold
office until Commvault's 2023 Annual Meeting of Stockholders. Mr. Sanders was
also appointed as a member to the Audit Committee of the Board.
Since 2000, Mr. Sanders has been with Verizon Communications, most recently
serving as SVP Business Excellence (Transformation). Prior to this role, Mr.
Sanders served as SVP Corporate Finance, SVP Internal Audit & Chief Audit
Executive and a member of the Verizon Enterprise Security Council and Compliance
& Privacy Council. Mr. Sanders also serves as a director and member of the Audit
Committee of Danaher Corporation.
Mr. Sanders is eligible to receive an annual director retainer consisting of
cash and restricted stock units, each in accordance with Commvault's
non-employee director compensation policy, prorated to reflect his partial year
term as a director. Commvault's non-employee director compensation policy is
described under the heading "Director Compensation" on page 25 Commvault's proxy
statement for its 2022 Annual Meeting of Stockholders, as filed on July 1, 2022,
and which is incorporated by reference herein. Mr. Sanders has also entered into
a director indemnification agreement with Commvault, the form of which is
disclosed as Exhibit 10.3 to Commvault's Annual Report on Form 10-K for the year
ending March 31, 2022 and which is incorporated by reference herein.
In connection with this appointment, the Board determined that Mr. Sanders is
independent within the meaning of the listing standards of Nasdaq and for
purposes of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as
amended ("Securities Exchange Act"), and qualifies as an audit committee
financial expert as defined in Item 407(d)(5) of Regulation S-K under the
Securities Exchange Act. There is no arrangement or understanding between Mr.
Sanders and any person pursuant to which he was selected as a director of
Commvault. There are no transactions in which Mr. Sanders has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Sanders' appointment is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
99.1 Press Release dated December 5, 2022
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
COMMVAULT SYSTEMS, INC. 
