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



On January 15, 2021, the Board of Directors (the "Board") of Five9, Inc. (the
"Company") appointed Ms. Susan Barsamian to serve on the Board, effective
January 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 as Chief Sales and Marketing Officer for Hewlett Packard
Enterprise ("HPE") Software from November 2016 to September 2017 and
transitioned this business through its merger with Micro Focus in September
2017. From August 2015 to November 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
at Mercury Interactive and Verity, Inc. From 2012 to 2017, Ms. Barsamian served
on the Board of the National Action Council for Minorities in Engineering
(NACME), and she served as Chairman of the Board of NACME from 2016 to 2017.
Since August 2020 she has served on the Board of Directors for Kansas State
University Foundation. Ms. Barsamian currently serves on the Board of Directors
of NortonLifeLock 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 from Kansas State University. She completed post-graduate
studies at the Swiss Federal Institute of Technology in Zurich, Switzerland.
There are no understandings or arrangements between Ms. Barsamian and any other
person pursuant to which Ms. Barsamian was selected to serve as a director of
the Company. There are no relationships between Ms. 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 of Ms. 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.
Effective January 15, 2021, the Company entered into an indemnification
agreement with Ms. Barsamian in the form previously filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 5, 2015. The indemnification agreement requires the Company
to indemnify Ms. Barsamian to the fullest extent permitted under Delaware 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.
On January 19, 2021, the Company issued a press release announcing Ms.
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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses