Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) Election of Director
On November 3, 2021, the Board of Directors (the "Board") of N-Able, Inc.
("N-able") increased the number of directors constituting the Board and elected
Ann Johnson to serve as an independent director of N-able as a Class III
director to fill such vacancy, with an initial term expiring at N-able's 2024
Annual Meeting of Stockholders, and appointed Ms. Johnson as a member of the
newly-formed Cybersecurity Committee of the Board of Directors. There are no
arrangements or understandings between Ms. Johnson and any other persons
pursuant to which she was appointed as a director of the Company, and Ms.
Johnson has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Johnson will be entitled to receive the standard compensation for
non-employee directors of N-able, as described below, including retainer fees
for Board and committee service and restricted stock unit grants, with
compensation for her initial term pro-rated for her partial year of service. Ms.
Johnson will be party to N-able's standard form of director indemnification
agreement.
A copy of the press release, issued on November 4, 2021, announcing the election
of Ms. Johnson is attached hereto as Exhibit 99.1 and incorporated herein by
reference. The information contained in Exhibit 99.1 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 liability of that section. The
information in Exhibit 99.1 shall not be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Non-Employee Director Compensation Policy
In connection with the formation of the Cybersecurity Committee, on November 3,
2021, the Board approved an Amended and Restated Director Compensation Policy
for all non-employee directors to add compensation for the chair and members of
the new committee. Under the Amended and Restated Director Compensation Policy,
the Chair of the Cybersecurity Committee will receive an annual retainer of
$8,000 and each other member will receive an annual retainer of $4,000. No other
changes were made to the non-employee director compensation policy previously
described under the heading "Director Compensation" in N-able's information
statement, dated July 12, 2021, which was furnished as Exhibit 99.3 to N-able's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 12, 2021 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed on the Exhibit Index immediately preceding such exhibits are
furnished as part of this Current Report on Form 8-K.
Exhibit
Number Description
99.1 Press release issued by N-able, Inc. dated November 4, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
© Edgar Online, source Glimpses
N-ABLE, INC. 
