UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 4, 2022
__________________________
(Exact Name of Registrant as Specified in its Charter)
__________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(888 ) 400-8275
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TASKUS, INC. | ||||||||
| By: | /s/ Balaji Sekar | |||||||
| Name: Balaji Sekar | ||||||||
| Title: Chief Financial Officer | ||||||||
Date: March 9, 2022 | ||||||||
Exhibit 99.1
TaskUs Appoints Michelle Gonzalez and Jill Greenthal to Board of Directors
NEW BRAUNFELS, Texas, March 9, 2022 – TaskUs, Inc (Nasdaq: TASK), a leading outsourcing provider for high growth companies, today announced the appointments of Michelle Gonzalez and Jill A. Greenthal as independent directors to the TaskUs, Inc. Board of Directors, effective April 1, 2022. Upon the addition of Ms. Gonzalez and Ms. Greenthal, the TaskUs Board will expand to nine members. Ms. Gonzalez will serve on the board’s Audit and Compensation Committees and Ms. Greenthal will serve on the board’s Audit and Nominating and ESG Committees.
“We are excited to welcome Michelle and Jill to the TaskUs Board,” said Bryce Maddock, Co-Founder and CEO. “Both are distinguished leaders who bring valuable and highly relevant financial, operational and industry expertise. We are confident that they will be outstanding and highly complementary additions to the Board, and we look forward to benefiting from their knowledge and experience as TaskUs continues its strong growth trajectory in 2022 and beyond.”
“I am thrilled to join the TaskUs Board at such an exciting time for the Company,” said Ms. Gonzalez. “TaskUs has continued to expand its specialized services and broaden its base of innovative clients, and I am looking forward to working with my fellow Board members to extend TaskUs’ leadership in serving high-growth technology companies.”
“I am honored to join the TaskUs Board as the Company continues to enhance its capabilities and the value it provides to its clients,” said Ms. Greenthal. “TaskUs is a highly differentiated leader in digital outsourced services working with the world’s most innovative and disruptive technology companies, and I am excited to work with Bryce, Jaspar and the rest of the Board to build on the Company’s positive momentum.”
About Michelle Gonzalez
Ms. Gonzalez is Corporate Vice President and Global Head of M12, Microsoft’s venture capital fund with over 100 active private technology companies in its portfolio, where she leads a team of senior venture capital investors and operating professionals and is responsible for the overall fund strategy, investment decisions and portfolio management. Prior to joining Microsoft and M12, Ms. Gonzalez was the Managing Partner for Area 120, Google’s internal incubator, where she led a transformation of the organization to align the strategy and investment criteria to key thematic areas within and adjacent to Google’s core businesses. Prior to joining Google, Ms. Gonzalez was an entrepreneur-in-residence and investor at Comcast Ventures and was previously a Partner at IBM Ventures and a senior product and business leader at Apple.
Ms. Gonzalez currently serves on the board of directors of Databook and is a Board Observer at CognitiveScale and Incorta. Ms. Gonzalez holds a B.A. in Business Administration majoring in economics from the University of Oklahoma and a J.D. from Yale Law School.
About Jill A. Greenthal
Ms. Greenthal was a Senior Managing Director and is currently a Senior Advisor at Blackstone. Her engagement as a Senior Adviser will conclude at the end of March. Ms. Greenthal brings more than 30 years of financial and investment banking experience in M&A, Corporate Finance and highly structured transactions. She previously served as a Managing Director and held management positions at Credit Suisse, Donaldson Lufkin and Jenrette and Lehman Brothers.
Ms. Greenthal is a seasoned public company board member and currently serves on the board of directors of Akamai Technologies, Houghton Mifflin Harcourt and Cars.com. She is also a trustee of the Dana-Farber Cancer Institute, an Advisor to the Museum of Fine Arts in Boston and an Honorary Trustee of the James Beard
Foundation. Ms. Greenthal holds a B.A. in Economics from Simmons University and an M.B.A. from Harvard Business School.
About TaskUs
TaskUs (Nasdaq: TASK) is a provider of outsourced digital services and next-generation customer experience to innovative and disruptive technology companies, helping its clients represent, protect and grow their brands. Leveraging a cloud-based infrastructure, TaskUs serves clients in the fastest-growing sectors, including social media, e-commerce, gaming, streaming media, food delivery and ride-sharing, HiTech, FinTech and HealthTech. As of December 31, 2021, TaskUs had approximately 40,100 employees across twenty-three locations in 10 countries, including the United States, the Philippines and India.
Investor Contact
Alan Katz
Vice President, Investor Relations
alan.katz@taskus.com
Media Contact
Jonathan Keehner / Tanner Kaufman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449