Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnJanuary 15, 2021 , the Board of Directors (the "Board") ofFive9, Inc. (the "Company") appointed Ms.Susan Barsamian to serve on the Board, effectiveJanuary 15, 2021 .Ms. Barsamian will serve as a Class I Director, with a term expiring at the Company's 2021 annual meeting of stockholders.Ms. Barsamian served asChief Sales and Marketing Officer for Hewlett Packard Enterprise ("HPE") Software fromNovember 2016 toSeptember 2017 and transitioned this business through its merger with Micro Focus inSeptember 2017 . FromAugust 2015 toNovember 2016 , she served as General Manager of Enterprise Security Products at HPE. From 2006 to 2015, she served in various roles at Hewlett Packard. Earlier in her career, she held leadership positions atMercury Interactive and Verity, Inc. From 2012 to 2017,Ms. Barsamian served on the Board of theNational Action Council for Minorities in Engineering (NACME), and she served as Chairman of theBoard of NACME from 2016 to 2017. SinceAugust 2020 she has served on the Board of Directors forKansas State University Foundation .Ms. Barsamian currently serves on the Board of Directors ofNortonLifeLock Corporation , a consumer cyber safety company, and Box, Inc., a cloud content management company.Ms. Barsamian holds a B.S. with honors in electrical engineering fromKansas State University . She completed post-graduate studies at theSwiss Federal Institute of Technology inZurich, Switzerland . There are no understandings or arrangements betweenMs. Barsamian and any other person pursuant to whichMs. Barsamian was selected to serve as a director of the Company. There are no relationships betweenMs. Barsamian and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K. As a non-employee director,Ms. Barsamian will receive compensation in accordance with the Company's Non-Employee Director Compensation Policy (the "Policy"); however,Ms. Barsamian's initial equity grants are as follows (A) an RSU award with an award value of$370,000 , with the number of RSUs to be determined by dividing$370,000 by the closing trading price of a share of the Company's common stock on the date of grant, which shall vest in three equal annual installments on the first, second and third anniversaries of the grant date, in each case provided she remains in continuous service through such dates, and (B) a prorated RSU award with a value equal to$61,667 , with the number of RSUs to be determined by dividing$61,667 by the closing trading price of a share of the Company's common stock on the grant date, which shall vest on the first anniversary of the grant date provided she remains in continuous service through such date (collectively, the "Grants"). Vesting of the Grants will accelerate upon (A) a change of control of the Company or (B) the termination ofMs. Barsamian's continuous service due to her death or disability, in each case with the remaining unvested portion of the Grants, if any, immediately vesting in full.Ms. Barsamian will not be eligible for the regular 2021 automatic annual grant of RSUs to non-employee directors scheduled to occur on the date of the Company's 2021 annual meeting of stockholders. EffectiveJanuary 15, 2021 , the Company entered into an indemnification agreement withMs. Barsamian in the form previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with theSecurities and Exchange Commission onAugust 5, 2015 . The indemnification agreement requires the Company to indemnifyMs. Barsamian to the fullest extent permitted underDelaware law against liability that may arise by reason of her service to the Company, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified, among other things. OnJanuary 19, 2021 , the Company issued a press release announcingMs. Barsamian's appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued by the Company on January 19 , 2021. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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