Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 10, 2022, Raymond Svider resigned from the Board of Directors (the "Board") of Cyxtera Technologies, Inc., a Delaware corporation (the "Company"). Mr. Svider's resignation was not due to any disagreement with the Company.

In addition, on November 10, 2022, the Board elected Benjamin Phillips to serve as a member of the Board to fill the vacancy created by Mr. Svider's resignation. Mr. Phillips was designated by BCEC-SIS Holdings L.P. pursuant to the Stockholders Agreement, dated July 29, 2021, between the Company and certain investor parties, as modified by that certain Joinder to Stockholders Agreement, dated as of July 29, 2022. Mr. Phillips will not serve on any Board committees.

Mr. Phillips currently serves as Managing Director at BC Partners LLC ("BC Partners"). BC Partners is an alternative investment manager focused on private equity, credit and real estate. Before joining BC Partners in 2018, Mr. Phillips worked at Hill Path Capital LP where he spent three years as a private equity principal, evaluating and executing investments in private equity, public equity and high yield debt and working with management teams at portfolio companies to optimize businesses, particularly in areas of strategy, operations, capital structure and governance. Prior to this, he was a private equity associate at Catterton Partners (now LCatterton). Mr. Phillips also held roles at Sagent Advisors and Bank of America Merrill Lynch (now Bank of America) where he was an investment banking analyst in the Consumer and Retail Group. Mr. Phillips holds an MBA from Harvard Business School and a BA in Economics and Mathematics from Washington University in St Louis.

The Board determined that Mr. Phillips meets the independence standards of the rules of The NASDAQ Stock Market LLC and the applicable rules of the United States Securities and Exchange Commission (the "SEC"). There are no transactions in which Mr. Phillips has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In accordance with the terms of the Company's Non-Employee Director Compensation Program (the "Program"), Mr. Phillips is eligible to participate in the Company's standard compensation arrangements for non-employee directors described in the Company's definitive proxy statement filed with the SEC on April 26, 2022. Notwithstanding the foregoing, pursuant to his employment agreement with BCEC-SIS Holdings L.P., Mr. Phillips' Board compensation is paid to BCEC-SIS Holdings L.P. In addition, Mr. Phillips agreed to forfeit, for no consideration, his right to receive the Initial Award (as defined in the Program) under the Program. The Company has entered into its standard form of Indemnification Agreement with Mr. Phillips. The Form of Indemnification Agreement is filed as Exhibit 10.10 to the Company's Current Report as filed with the SEC on August 4, 2021.

Item 7.01. Regulation FD Disclosure.

On November 16, 2022, the Company issued a press release announcing that its Board of Directors has determined to delay completion of its previously announced conversion to a real estate investment trust for federal income tax purposes. 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, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.



(d) Exhibits.

Exhibit
Number                                                 Description
99.1                     Press release issued by the Company dated     November 1    6    , 2022
104                    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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