Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 22, 2021, the board of directors (the "Board") of Domo, Inc. (the
"Company") accepted Mark Gorenberg's resignation from the Board, including his
resignation from the Board's audit committee (the "Audit Committee") and
nominating and corporate governance committee (the "Nominating Committee"),
effective as of October 22, 2021. There were no disagreements between Mr.
Gorenberg and the Company on any matter relating to the Company's operations,
policies or practices.
Additionally, upon the recommendation of the Nominating Committee, the Board
appointed Laurence "Jay" Brown as a director of the Company, effective October
22, 2021, with an initial term expiring at the Company's next annual meeting of
stockholders. Mr. Brown was also appointed to the Nominating Committee.
There are no transactions and no proposed transactions between Mr. Brown (or any
member of his immediate family) and the Company or any of its subsidiaries
involving an amount in excess of $120,000. Mr. Brown does not have any family
relationships with any of the Company's directors or executive officers.
Mr. Brown will participate in the Company's standard compensation plan for
outside directors, including an initial restricted stock unit award. The
standard compensation plan for outside directors is described in the section
titled "Board of Directors and Corporate Governance" of the Company's proxy
statement filed with the Securities and Exchange Commission on April 21, 2021.
In connection with his appointment, Mr. Brown will enter into a standard
indemnification agreement in the form previously approved by the Board.
Item 8.01. Other Events.
Effective October 22, 2021, the Board, acting upon the recommendation of the
Nominating Committee, appointed Carine Clark as a member of the Audit Committee
and Joy Driscoll Durling as a member of the Nominating Committee. Following
these appointments, the composition of the Board's standing committees is as
follows:
Committee Members
Audit Dana Evan (Chairperson), Carine Clark and Daniel Daniel
Compensation Carine Clark (Chairperson), Joy Driscoll Durling and Daniel Daniel
Nominating and Joshua G. James (Chairperson), Jeff Kearl, Joy Driscoll Durling and
Corporate Governance Laurence Brown
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DOMO, INC.
Date: October 26, 2021 By: /s/ Bruce Felt
Bruce Felt
Chief Financial Officer
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