Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2022, the Board of Directors (the "Board") of TaskUs, Inc. (the
"Company"), upon the recommendation of its Nominating and ESG Committee,
appointed Michelle Gonzalez and Jill A. Greenthal as directors, effective April
1, 2022. Ms. Gonzalez will serve as a Class II director until the Company's 2023
annual meeting of stockholders and until her successor is duly elected and
qualified, and Ms. Greenthal will serve as a Class III director until the
Company's 2024 annual meeting of stockholders and until her successor is duly
elected and qualified.
The Board has affirmatively determined that Ms. Gonzalez and Ms. Greenthal are
each independent under the guidelines for director independence set forth in the
Company's Corporate Governance Guidelines and under all applicable standards of
the Nasdaq Stock Market LLC, including with respect to committee service. The
Board has also determined that Ms. Gonzalez and Ms. Greenthal are each
independent for purposes of Section 10A(m)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
Ms. Gonzalez will serve on the Board's Audit Committee and Compensation
Committee, and Ms. Greenthal will serve on the Board's Audit Committee and
Nominating and ESG Committee.
Neither Ms. Gonzalez nor Ms. Greenthal have any arrangements or understandings
with any other person pursuant to which she was selected as a director, and no
family relationship with any director or executive officer of the Company.
Ms. Gonzalez and Ms. Greenthal have had no direct or indirect material interest
in any transaction that would require disclosure under Item 404(a) of Regulation
S-K.
Ms. Gonzalez and Ms. Greenthal will participate in the director compensation and
benefit programs described under "Director Compensation Actions in 2021" in the
Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on October 18, 2021, including (i) an annual cash retainer
of $50,000; (ii) an annual equity grant having a fair market value on the grant
date of $165,000; (iii) an at-election equity grant having a fair market value
on the grant date of $250,000; and (iv) applicable annual cash retainers of
$10,000 for service as a member of the Audit Committee, $7,500 for service on
the Compensation Committee and $5,000 for service on the Nominating and ESG
Committee. Upon joining the Board, Ms. Gonzalez and Ms. Greenthal will each
receive a pro rata portion of the of the annual equity grant and Board and
applicable committee retainers for the 2021-2022 Board service year.
In connection with the appointment of Ms. Gonzalez and Ms. Greenthal to the
Board, the Board has increased the size of the Board from seven to nine
directors, effective April 1, 2022.
Item 7.01 Regulation FD Disclosure.
On March 9, 2022, the Company issued a press release announcing Ms. Gonzalez's
and Ms. Greenthal's appointment to the Board. The press release is furnished as
Exhibit 99.1 hereto.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities under that section and shall not be deemed
to be incorporated by reference into any filings 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release of TaskUs, Inc., dated March 9 , 20 22
announcing new board member s .
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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TASKUS, INC. 
