SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2022
ZoomInfo Technologies Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
805 Broadway Street, Suite 900, Vancouver, Washington 98660
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 914-1220
(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
Name of each exchange on which registered
Common Stock, par value $0.01 per share
The Nasdaq Stock Market LLC
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 June 24, 2022, the Board of Directors (the “Board”) of ZoomInfo Technologies Inc. (the “Company”) increased the number of directors constituting the whole Board from seven to eight and appointed Alison Gleeson to the Board, in each case, effective July 1, 2022. Ms. Gleeson will serve as a Class II director with a term expiring at the Company’s Annual Meeting of Stockholders in 2025. In connection with her appointment to the Board, the Board also appointed Ms. Gleeson to the Board’s Nominating and Corporate Governance Committee.
Ms. Gleeson will participate in the Company’s non-employee director compensation program. A summary of the compensation payable to the Company’s non-employee directors was included in the Company’s Form 10-K filed with the SEC on February 24, 2022 and in the Company's proxy statement for its 2022 Annual Meeting of Stockholders filed with the SEC on March 29, 2022. The initial annual retainer and initial annual restricted stock unit grant to be received by Ms. Gleeson will be prorated to reflect services beginning July 1, 2022.
In connection with her appointment to the Board, the Company intends to enter into an indemnification agreement with Ms. Gleeson in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously disclosed in the Company’s public filings.
There were no arrangements or understandings between Ms. Gleeson and any other persons pursuant to which she was selected as a director. In addition, Ms. Gleeson is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On June 30, 2022, the Company issued a press release announcing the appointment of Ms. Gleeson to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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.
ZoomInfo Technologies Inc.
Date: June 30, 2022
By: /s/ Anthony Stark
Name: Anthony Stark
Title: General Counsel and Corporate Secretary
ZoomInfo Appoints Alison Gleeson to Board of Directors
Accomplished Leader Brings More Than Two Decades of Experience in the Software-as-a-Service Industry
VANCOUVER, WASHINGTON – JUNE 30, 2022 – ZoomInfo (NASDAQ: ZI), a global leader in modern go-to-market software, data, and intelligence, today announced the appointment of Alison Gleeson to its Board of Directors, effective July 1, 2022.
She was previously the SVP of Americas at Cisco, where she led nearly 9,000 employees and was responsible for more than $25 billion in annual sales.
“There are few people in the world with the go-to-market experience and expertise that Alison has,” said ZoomInfo Founder and CEO Henry Schuck. “She has been successful at every level of the sales ladder – from hitting her number as a sales rep to running all of the Americas for Cisco. We expect to leverage her experience and knowledge to drive the next phase of growth for ZoomInfo.”
Gleeson currently serves as a board member of publicly traded SaaS companies Elastic and 8x8, Inc. She has been honored with the Connected World’s Woman of IoT Award, Diversity Best Practices’ Above and Beyond Legacy Award, and the Michigan Council for Women in Technology’s Woman of the Year Award. Gleeson received a Bachelor of Arts in Marketing from Michigan State University, where she currently serves on the Advisory Board of Eli Broad College of Business.
“I’m excited to join ZoomInfo’s board because I’ve long admired organizations that achieve immense success through a customer-focused approach,” said Gleeson, who joins seven other members on ZoomInfo’s board. “I’m a strong proponent of using innovation to find creative solutions that align to customers’ business drivers. ZoomInfo is at the forefront of innovation in the SaaS space, and I’m eager to help the company continue its rapid growth.”
ZoomInfo (NASDAQ: ZI) is a leader in modern go-to-market software, data, and intelligence for more than 25,000 companies worldwide. ZoomInfo’s revenue operating system, RevOS, empowers business-to-business sales, marketing, operations, and recruiting professionals to hit their number by pairing best-in-class technology with unrivaled data coverage, accuracy, and depth of company and contact information. With integrations embedded into workflows and technology stacks, including the leading CRM, Sales Engagement, Marketing Automation, and Talent Management applications, ZoomInfo drives more predictable, accelerated, and sustainable growth for its customers. ZoomInfo emphasizes GDPR and CCPA compliance. In addition to creating the industry’s first proactive notice program, the company is a registered data broker with the states of California and Vermont. Read about ZoomInfo’s commitment to compliance, privacy, and security. For more information about ZoomInfo’s leading go-to-market
software, data, and intelligence, and how they help sales, marketing, operations, and recruiting professionals, please visit www.zoominfo.com.
Senior Communications Manager