Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 19, 2022, the Compensation Committee of the Board of Directors of Five9,
Inc. (the "Company") approved the grant of retention awards under the Company's
2014 Equity Incentive Plan to Daniel Burkland, the Company's President and one
of its named executive officers, and approved his new title of President and
Chief Revenue Officer, effective immediately. The retention awards include
restricted stock units ("RSUs") with a grant value of $2,000,000 and
performance-based restricted stock units ("PRSUs") with a grant value of
$6,000,000. Mr. Burkland is the brother of our Chairman, Mr. Michael Burkland.
The RSUs will vest quarterly over the next two years, subject to Mr. Burkland's
continuous service through the applicable vesting date. The amount of PRSUs that
may be earned will be determined based on achievement of two quarterly revenue
goals, which can be achieved through the fourth fiscal quarter of 2023. One
third of the PRSUs may be earned based on achievement of the first revenue
target and, if achieved, will vest in four quarterly installments, with the
first installment occurring on the date such achievement is certified, subject
to Mr. Burkland's continuous service through the applicable vesting dates. Two
thirds of the PRSUs may be earned based on achievement of the second revenue
target and, if achieved, will vest in eight quarterly installments, with the
first installment occurring on the date such achievement is certified, subject
to Mr. Burkland's continuous service through the applicable vesting dates. The
RSUs and PRSUs are otherwise on the Company's standard award terms.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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