Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2020, the Board of Directors (the "Board") of Switch, Inc. (the
"Company") increased the size of the Board from six to seven and appointed
Angela Archon as a member of the Board, effective November 4, 2020, to serve
until the Company's 2021 annual meeting of stockholders. The Board has not yet
determined the committees of the Board on which Ms. Archon will serve.
The Board determined that Ms. Archon is an "independent director," as defined
under the applicable rules of the Securities Exchange Act of 1934 and the rules
of the New York Stock Exchange. There are no arrangements or understandings
between Ms. Archon and any other person pursuant to which Ms. Archon was
selected as a director. There are no transactions in which Ms. Archon has an
interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Archon
will participate in the standard compensation arrangements for the Company's
non-employee directors, as disclosed in the Company's most recent proxy
statement, filed April 29, 2020, the description of which is incorporated herein
by reference.
Ms. Archon served as Vice President, Operations, in the Watson Health business
unit of International Business Machines Corporation ("IBM"), a provider of
business and information technology products and services, from October 2016
until her retirement from IBM in March 2018. Prior to serving as Vice President,
Operations, Ms. Archon served as Vice President, Transformation and Chief
Operating Officer with IBM Watson Health from February 2015 to October 2016.
Previously, Ms. Archon served as Vice President, Corporate Strategy from May
2013 to February 2015, and Vice President of Worldwide Client Care, Systems &
Technology Group, from August 2010 to May 2013. She also served in a variety of
other executive roles with IBM, including Vice President of Intellectual
Property Licensing and Business Development, Systems & Technology Group;
Director of Global Sourcing Procurement - Enterprise Services; and Director of
Global Services Procurement - Strategy, Operations & Alliances. Ms. Archon
served as a director of H&R Block, a publicly held tax and financial services
company, from March 2016 to September 2020. Ms. Archon currently serves on the
Board of Stewardship Trustees of CommonSpirit Health (since July 2020) and the
Chemical Engineering Advisory Board at the University of Texas at Austin (since
March 2016). Ms. Archon holds two degrees from the University of Texas at
Austin, a Bachelor of Science degree in Chemical Engineering and a Master of
Science degree in Systems Engineering.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release announcing the matters described in Item
5.02 of this report is attached hereto and furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
99.1 Press Release, dated September 16, 2020
104 Cover Page Interactive Data File (formatted in Inline XBRL)
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